the aggregate Payment Amount exceed 24% of
the aggregate purchase price paid by such Purchaser pursuant to this Agreement.
(E)
THE COMPANY SHALL NOT, PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT, PREPARE AND FILE WITH THE COMMISSION A REGISTRATION STATEMENT
RELATING TO AN OFFERING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF OTHERS UNDER THE
SECURITIES ACT OF ANY OF ITS EQUITY SECURITIES.
(F)
IF THE COMPANY ISSUES TO THE PURCHASERS ANY COMMON STOCK PURSUANT TO THE
TRANSACTION DOCUMENTS THAT IS NOT INCLUDED IN THE INITIAL REGISTRATION
STATEMENT, THEN THE COMPANY SHALL FILE AN ADDITIONAL REGISTRATION STATEMENT
COVERING SUCH NUMBER OF SHARES OF COMMON STOCK ON OR PRIOR TO THE FILING DATE
AND SHALL USE IT BEST EFFORTS, BUT IN NO EVENT LATER THAN THE REQUIRED
EFFECTIVENESS DATE, TO CAUSE SUCH ADDITIONAL REGISTRATION STATEMENT TO BECOME
EFFECTIVE BY THE COMMISSION.
(G)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, AFTER 60
CONSECUTIVE TRADING DAYS OF CONTINUOUS EFFECTIVENESS OF THE INITIAL REGISTRATION
STATEMENT FILED AND DECLARED EFFECTIVE PURSUANT TO THIS AGREEMENT, THE COMPANY
MAY, BY WRITTEN NOTICE TO THE PURCHASERS, SUSPEND SALES UNDER A REGISTRATION
STATEMENT AFTER THE EFFECTIVE DATE THEREOF AND/OR REQUIRE THAT THE PURCHASERS
IMMEDIATELY CEASE THE SALE OF SHARES OF COMMON STOCK PURSUANT THERETO AND/OR
DEFER THE FILING OF ANY SUBSEQUENT REGISTRATION STATEMENT IF THE COMPANY IS
ENGAGED IN A MATERIAL MERGER, ACQUISITION OR SALE AND THE BOARD OF DIRECTORS
DETERMINES IN GOOD FAITH, BY APPROPRIATE RESOLUTIONS, THAT, AS A RESULT OF SUCH
ACTIVITY, (A) IT WOULD BE MATERIALLY DETRIMENTAL TO THE COMPANY (OTHER THAN AS
RELATING SOLELY TO THE PRICE OF THE COMMON STOCK) TO FILE A REGISTRATION
STATEMENT OR ALLOW SUCH SALES UNDER A REGISTRATION STATEMENT AT SUCH TIME AND
(B) IT IS IN THE BEST INTERESTS OF THE COMPANY TO RESTRICT SUCH SALES OR DEFER
PROCEEDING WITH SUCH REGISTRATION AT SUCH TIME (A "SUSPENSION EVENT"). UPON
RECEIPT OF SUCH NOTICE, EACH PURCHASER SHALL IMMEDIATELY DISCONTINUE ANY SALES
OF REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION UNTIL SUCH PURCHASER HAS
RECEIVED COPIES OF A SUPPLEMENTED OR AMENDED PROSPECTUS OR UNTIL SUCH PURCHASER
IS ADVISED IN WRITING BY THE COMPANY THAT THE THEN-CURRENT PROSPECTUS MAY BE
USED AND HAS RECEIVED COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE
INCORPORATED OR DEEMED INCORPORATED BY REFERENCE IN SUCH PROSPECTUS. IN NO
EVENT, HOWEVER, SHALL THIS RIGHT BE EXERCISED TO SUSPEND SALES BEYOND THE PERIOD
DURING WHICH (IN THE GOOD FAITH DETERMINATION OF THE COMPANY'S BOARD OF
DIRECTORS) THE FAILURE TO REQUIRE SUCH SUSPENSION WOULD BE MATERIALLY
DETRIMENTAL TO THE COMPANY. THE COMPANY'S RIGHTS, UNDER THIS SECTION 6(G) MAY BE
EXERCISED FOR A PERIOD OF NO MORE THAN 2 TIMES IN ANY TWELVE-MONTH PERIOD, OF
WHICH NO MORE THAN 7 TRADING DAYS MAY BE CONSECUTIVE. IMMEDIATELY AFTER THE END
OF ANY SUSPENSION PERIOD UNDER THIS SECTION 6(G), THE COMPANY SHALL TAKE ALL
NECESSARY ACTIONS (INCLUDING FILING ANY REQUIRED SUPPLEMENTAL PROSPECTUS) TO
RESTORE THE EFFECTIVENESS OF THE APPLICABLE REGISTRATION STATEMENT AND THE
ABILITY OF THE PURCHASERS TO PUBLICLY RESELL