THE HOLDERS SHALL SUSPEND USE OF
SUCH PROSPECTUS.
THE COMPANY WILL USE ITS GOOD FAITH COMMERCIALLY REASONABLE
EFFORTS TO ENSURE THAT THE USE OF THE PROSPECTUS MAY BE RESUMED AS PROMPTLY AS
IS PRACTICABLE.
THE COMPANY SHALL BE ENTITLED TO EXERCISE ITS RIGHT UNDER THIS
SECTION 3(K) TO SUSPEND THE AVAILABILITY OF A REGISTRATION STATEMENT AND
PROSPECTUS, SUBJECT TO THE PAYMENT OF PARTIAL LIQUIDATED DAMAGES PURSUANT TO
SECTION 2(B), FOR A PERIOD NOT TO EXCEED 60 CALENDAR DAYS (WHICH NEED NOT BE
CONSECUTIVE DAYS) IN ANY 12 MONTH PERIOD.
(L)
COMPLY WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE COMMISSION.
(M)
THE COMPANY MAY REQUIRE EACH SELLING HOLDER TO
FURNISH TO THE COMPANY A CERTIFIED STATEMENT AS TO THE NUMBER OF SHARES OF
COMMON STOCK BENEFICIALLY OWNED BY SUCH HOLDER AND, IF REQUIRED BY THE
COMMISSION, THE NATURAL PERSONS THEREOF THAT HAVE VOTING AND DISPOSITIVE CONTROL
OVER THE SHARES. DURING ANY PERIODS THAT THE COMPANY IS UNABLE TO MEET ITS
OBLIGATIONS HEREUNDER WITH RESPECT TO THE REGISTRATION OF THE REGISTRABLE
SECURITIES SOLELY BECAUSE ANY HOLDER FAILS TO FURNISH SUCH INFORMATION WITHIN
THREE TRADING DAYS OF THE COMPANY'S REQUEST, ANY LIQUIDATED DAMAGES THAT ARE
ACCRUING AT SUCH TIME AS TO SUCH HOLDER ONLY SHALL BE TOLLED AND ANY EVENT THAT
MAY OTHERWISE OCCUR SOLELY BECAUSE OF SUCH DELAY SHALL BE SUSPENDED AS TO SUCH
HOLDER ONLY, UNTIL SUCH INFORMATION IS DELIVERED TO THE COMPANY.
4.
REGISTRATION EXPENSES.
ALL FEES AND
EXPENSES INCIDENT TO THE PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT BY THE
COMPANY SHALL BE BORNE BY THE COMPANY WHETHER OR NOT ANY REGISTRABLE SECURITIES
ARE SOLD PURSUANT TO A REGISTRATION STATEMENT.
THE FEES AND EXPENSES REFERRED
TO IN THE FOREGOING SENTENCE SHALL INCLUDE, WITHOUT LIMITATION, (I) ALL
REGISTRATION AND FILING FEES (INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES)
(A) WITH RESPECT TO FILINGS REQUIRED TO BE MADE WITH ANY TRADING MARKET ON WHICH
THE COMMON STOCK IS THEN LISTED FOR TRADING, (B)
8
IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS REASONABLY
AGREED TO BY THE COMPANY IN WRITING (INCLUDING, WITHOUT LIMITATION, FEES AND
DISBURSEMENTS OF COUNSEL FOR THE COMPANY IN CONNECTION WITH BLUE SKY
QUALIFICATIONS OR EXEMPTIONS OF THE REGISTRABLE SECURITIES) AND (C) IF NOT
PREVIOUSLY PAID BY THE COMPANY IN CONNECTION WITH AN ISSUER FILING, WITH RESPECT
TO ANY FILING THAT MAY BE REQUIRED TO BE MADE BY ANY BROKER THROUGH WHICH A
HOLDER INTENDS TO MAKE SALES OF REGISTRABLE SECURITIES WITH NASD REGULATION,
INC. PURSUANT TO THE NASD RULE 2710, SO LONG AS THE BROKER IS RECEIVING NO MORE
THAN A CUSTOMARY BROKERAGE COMMISSION IN CONNECTION WITH SUCH SALE, (II)
PRINTING EXPENSES (INCLUDING, WITHOUT LIMITATION, EXPENSES OF PRINTING
CERTIFICATES FOR REGISTRABLE SECURITIES), (III) MESSENGER, TELEPHONE AND
DELIVERY EXPENSES, (IV) FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY, (V)
SECURITIES ACT LIABILITY INSURANCE, IF THE COMPANY SO DESIRES SUCH INSURANCE,
AND (VI) FEES AND EXPENSES OF ALL OTHER PERSONS RETAINED BY THE COMPANY IN
CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.