REASONABLE EFFORTS TO CAUSE THE REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE
OR OTHERWISE TO BECOME EFFECTIVE UNDER THE SECURITIES ACT AS SOON AS POSSIBLE
BUT, IN ANY EVENT, NO LATER THAN THE EFFECTIVENESS DATE, AND WILL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO KEEP THE REGISTRATION STATEMENT CONTINUOUSLY
EFFECTIVE FROM THE EFFECTIVENESS DATE UNTIL THE EARLIEST TO OCCUR OF (I) THE
DATE ON WHICH THE DEMANDING HOLDER NOTIFIES THE COMPANY IN WRITING THAT ALL
REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT HAVE BEEN SOLD IN
RELIANCE THEREON OR THAT THE OFFERING FOR THE SALE THEREOF (OR ANY UNSOLD
PORTION THEREOF) HAS BEEN ABANDONED, AND (II) 30 DAYS FOLLOWING THE DATE THAT
SUCH REGISTRATION STATEMENT WAS DECLARED EFFECTIVE BY THE COMMISSION (SUCH
PERIOD, THE "EFFECTIVENESS PERIOD").
THE COMPANY SHALL PROMPTLY NOTIFY ALL
OTHER HOLDERS OF ANY DEMAND MADE BY A DEMANDING HOLDER, AND EACH SUCH HOLDER WHO
WISHES TO INCLUDE ALL OR A PORTION OF SUCH HOLDER'S REGISTRABLE SECURITIES IN
THE DEMAND REGISTRATION SHALL SO NOTIFY THE COMPANY WITHIN FIFTEEN DAYS AFTER
THE RECEIPT BY THE HOLDER OF THE NOTICE FROM THE COMPANY.
UPON ANY SUCH
REQUEST, THE ELECTING HOLDERS SHALL BE ENTITLED TO HAVE THEIR REGISTRABLE
SECURITIES INCLUDED IN THE DEMAND REGISTRATION, SUBJECT TO SECTION 2(D).
NEITHER THE COMPANY NOR ANY OTHER PERSON (OTHER THAN THE DEMANDING HOLDER AND
ANY ELECTING HOLDERS) SHALL BE ENTITLED TO INCLUDE OTHER SECURITIES IN ANY
DEMAND REGISTRATION WITHOUT THE PRIOR WRITTEN CONSENT OF THE DEMANDING HOLDER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UPON NOTICE TO THE
HOLDERS, WITHOUT INCURRING OR ACCRUING ANY OBLIGATION TO PAY ANY SPECIAL
INTEREST PURSUANT TO SECTION 2(B), THE COMPANY MAY SUSPEND THE USE OR
EFFECTIVENESS OF THE REGISTRATION STATEMENT, OR DELAY THE FILING DATE, FOR UP TO
30 CONSECUTIVE DAYS AND UP TO 90 DAYS IN THE AGGREGATE, IN ANY 365-DAY PERIOD (A
"SUSPENSION PERIOD") IF THE BOARD OF DIRECTORS OF THE COMPANY DETERMINES THAT
THERE IS A VALID BUSINESS PURPOSE FOR EXTENSION, WHICH VALID BUSINESS PURPOSE
SHALL INCLUDE WITHOUT LIMITATION PLANS FOR A REGISTERED PUBLIC OFFERING, AN
ACQUISITION OR OTHER PROPOSED OR PENDING CORPORATE DEVELOPMENTS AND SIMILAR
EVENTS (IT BEING AGREED THAT THE NOTICE OF THE EXTENSION PERIOD NEED NOT STATE
THE REASON THEREFOR); PROVIDED THAT (I) A SUSPENSION PERIOD SHALL NOT PREVENT
THE HOLDERS FROM REQUESTING ANY DEMAND REGISTRATION OR ELECTING TO PARTICIPATE
IN ANY PIGGYBACK REGISTRATION UNDER SECTION 3, (II) A SUSPENSION PERIOD SHALL
NOT APPLY TO HOLDERS IN ANY PIGGYBACK REGISTRATION TO THE EXTENT THE COMPANY HAS
WAIVED THE SUSPENSION PERIOD WITH RESPECT TO ANY REGISTERED OFFERING OF OTHER
SECURITIES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANY OTHER PERSON, WHICH
OFFERING GIVES RISE TO SUCH PIGGYBACK REGISTRATION AND (III) A SUSPENSION PERIOD
MAY NOT BE IN EFFECT, AND MAY NOT COMMENCE, AT ANY TIME DURING THE PERIOD FROM
AND AFTER THE DATE THAT NOTES ARE REDEEMED PURSUANT TO SECTION 4 OF THE
CONVERTIBLE NOTE AGREEMENT THROUGH 5:00 P.M. NEW YORK CITY TIME ON THE DATE THAT
IS 10 CONSECUTIVE TRADING DAYS