STALE AS A RESULT
OF THE COMPANY'S FAILURE TO TIMELY FILE ITS FINANCIALS OR OTHERWISE. IF A
REGISTRATION DEFAULT OCCURS DURING THE PERIOD COMMENCING ON THE PUT NOTICE DATE
AND ENDING ON THE CLOSING DATE, THE COMPANY ACKNOWLEDGES THAT ITS FAILURE TO
CURE SUCH A REGISTRATION DEFAULT WITHIN TEN (10) BUSINESS DAYS WILL CAUSE THE
INVESTOR TO SUFFER DAMAGES IN AN AMOUNT THAT WILL BE DIFFICULT TO ASCERTAIN.
(F)
THE COMPANY SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO
PREVENT THE ISSUANCE OF ANY STOP ORDER OR OTHER
SUSPENSION OF EFFECTIVENESS OF
THE REGISTRATION STATEMENT, OR THE SUSPENSION OF THE QUALIFICATION OF ANY OF THE
REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION AND, IF SUCH AN ORDER OR
SUSPENSION IS ISSUED,
TO OBTAIN THE WITHDRAWAL OF SUCH ORDER OR SUSPENSION AT
THE EARLIEST POSSIBLE MOMENT AND TO NOTIFY THE INVESTOR HOLDING REGISTRABLE
SECURITIES BEING SOLD OF THE ISSUANCE OF SUCH ORDER AND THE
RESOLUTION THEREOF
OR ITS RECEIPT OF ACTUAL NOTICE OF THE INITIATION OR THREAT OF ANY PROCEEDING
CONCERNING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT.
(G)
THE COMPANY SHALL PERMIT THE INVESTOR AND ONE (1) LEGAL COUNSEL,
DESIGNATED BY THE INVESTOR, TO REVIEW AND COMMENT UPON THE REGISTRATION
STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS THERETO AT LEAST ONE (1) CALENDAR
DAY PRIOR TO THEIR FILING WITH THE SEC.
HOWEVER, ANY POSTPONEMENT OF A FILING
OF A REGISTRATION STATEMENT OR ANY POSTPONEMENT OF A REQUEST FOR ACCELERATION OR
ANY POSTPONEMENT OF THE EFFECTIVE DATE OR EFFECTIVENESS OF A REGISTRATION
STATEMENT BY WRITTEN REQUEST OF THE INVESTOR (COLLECTIVELY, THE "INVESTOR'S
DELAY") SHALL NOT ACT TO TRIGGER ANY PENALTY OF ANY KIND, OR ANY CASH AMOUNT DUE
OR ANY IN-KIND AMOUNT DUE THE INVESTOR FROM THE COMPANY UNDER ANY AND ALL
AGREEMENTS OF ANY NATURE OR KIND BETWEEN THE COMPANY AND THE INVESTOR.
THE
EVENT(S) OF AN INVESTOR'S DELAY SHALL ACT TO SUSPEND ALL OBLIGATIONS OF ANY KIND
OR NATURE OF THE COMPANY UNDER ANY AND ALL AGREEMENTS OF ANY NATURE OR KIND
BETWEEN THE COMPANY AND THE INVESTOR.
(H)
THE COMPANY SHALL HOLD IN CONFIDENCE AND NOT MAKE ANY DISCLOSURE
OF INFORMATION CONCERNING THE INVESTOR UNLESS (I) DISCLOSURE OF SUCH INFORMATION
IS NECESSARY TO COMPLY WITH FEDERAL OR STATE SECURITIES LAWS, (II) THE
DISCLOSURE OF SUCH INFORMATION IS NECESSARY TO AVOID OR CORRECT A MISSTATEMENT
OR OMISSION IN ANY REGISTRATION STATEMENT, (III) THE RELEASE OF SUCH INFORMATION
IS ORDERED PURSUANT TO A SUBPOENA OR OTHER FINAL, NON-APPEALABLE ORDER FROM A
COURT OR GOVERNMENTAL BODY OF COMPETENT JURISDICTION, (IV) SUCH INFORMATION HAS
BEEN MADE GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN BY DISCLOSURE IN
VIOLATION OF THIS AGREEMENT OR ANY OTHER AGREEMENT, OR (V) THE INVESTOR HAS
CONSENTED TO SUCH DISCLOSURE.
THE COMPANY AGREES THAT IT SHALL, UPON LEARNING
THAT DISCLOSURE OF SUCH INFORMATION CONCERNING THE INVESTOR IS SOUGHT IN OR BY A
COURT OR GOVERNMENTAL BODY OF COMPETENT JURISDICTION OR THROUGH OTHER MEANS,
GIVE PROMPT WRITTEN NOTICE TO THE INVESTOR AND ALLOW THE INVESTOR, AT THE
INVESTOR'S EXPENSE, TO UNDERTAKE APPROPRIATE ACTION