OF THE COMPANY'S
FISCAL QUARTER NEXT FOLLOWING THE APPLICABLE EFFECTIVE DATE OF A REGISTRATION
STATEMENT.
P.
THE COMPANY SHALL OTHERWISE USE ITS COMMERCIALLY REASONABLE BEST
EFFORTS TO COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN
CONNECTION WITH ANY REGISTRATION HEREUNDER.
Q.
WITHIN TWO (2) BUSINESS DAYS AFTER A REGISTRATION STATEMENT WHICH
COVERS REGISTRABLE SECURITIES IS ORDERED EFFECTIVE BY THE SEC, THE COMPANY SHALL
DELIVER, AND SHALL CAUSE LEGAL COUNSEL FOR THE COMPANY TO DELIVER, TO THE
TRANSFER AGENT FOR SUCH REGISTRABLE SECURITIES (WITH COPIES TO THE INVESTORS
WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN SUCH REGISTRATION STATEMENT)
CONFIRMATION THAT SUCH REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE
SEC IN THE FORM ATTACHED HERETO AS EXHIBIT A.
R.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, AT ANY TIME AFTER
THE EFFECTIVE DATE, THE COMPANY MAY DELAY THE DISCLOSURE OF MATERIAL, NON-PUBLIC
INFORMATION CONCERNING THE COMPANY THE DISCLOSURE OF WHICH AT THE TIME IS NOT,
IN THE GOOD FAITH OPINION OF THE BOARD OF DIRECTORS OF THE COMPANY AND ITS
COUNSEL, IN THE BEST INTEREST OF THE COMPANY AND, IN THE OPINION OF COUNSEL TO
THE COMPANY, OTHERWISE REQUIRED (A "GRACE PERIOD"); PROVIDED, THAT THE COMPANY
SHALL PROMPTLY (I) NOTIFY THE INVESTORS IN WRITING OF THE EXISTENCE OF MATERIAL,
NON-PUBLIC INFORMATION GIVING RISE TO A GRACE PERIOD (PROVIDED THAT IN EACH
NOTICE THE COMPANY WILL NOT DISCLOSE THE CONTENT OF SUCH MATERIAL, NON-PUBLIC
INFORMATION TO THE INVESTORS) AND THE DATE ON WHICH THE GRACE PERIOD WILL BEGIN,
AND (II) NOTIFY THE INVESTORS IN WRITING OF THE DATE ON WHICH THE GRACE PERIOD
ENDS; AND, PROVIDED FURTHER, THAT NO GRACE PERIOD SHALL EXCEED FIFTEEN (15)
CONSECUTIVE DAYS AND DURING ANY THREE HUNDRED SIXTY FIVE (365) DAY PERIOD SUCH
GRACE PERIODS SHALL NOT EXCEED AN AGGREGATE OF SIXTY (60) DAYS AND THE FIRST DAY
OF ANY GRACE PERIOD MUST BE AT LEAST FIVE (5) TRADING DAYS AFTER THE LAST DAY OF
ANY PRIOR GRACE PERIOD (EACH, AN "ALLOWABLE GRACE PERIOD").
FOR PURPOSES OF
DETERMINING THE LENGTH OF A GRACE PERIOD ABOVE, THE GRACE PERIOD SHALL BEGIN ON
AND INCLUDE THE DATE THE INVESTORS RECEIVE THE NOTICE REFERRED TO IN CLAUSE
(I) AND SHALL END ON AND INCLUDE THE LATER OF THE DATE THE INVESTORS RECEIVE THE
NOTICE REFERRED TO IN CLAUSE (II) AND THE DATE REFERRED TO IN SUCH NOTICE.
THE
PROVISIONS OF SECTION 3(G) HEREOF SHALL NOT BE APPLICABLE DURING THE PERIOD OF
ANY ALLOWABLE GRACE PERIOD.
UPON EXPIRATION OF THE GRACE PERIOD, THE COMPANY
SHALL AGAIN BE BOUND BY THE FIRST SENTENCE OF SECTION 3(F) WITH RESPECT TO THE
INFORMATION GIVING RISE THERETO UNLESS SUCH MATERIAL, NON-PUBLIC INFORMATION IS
NO LONGER APPLICABLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY
SHALL CAUSE ITS TRANSFER AGENT TO DELIVER UNLEGENDED SHARES OF COMMON STOCK TO A
TRANSFEREE OF AN INVESTOR IN ACCORDANCE WITH THE TERMS OF THE SECURITIES
PURCHASE AGREEMENT IN CONNECTION WITH ANY SALE OF REGISTRABLE SECURITIES WITH
RESPECT TO WHICH AN INVESTOR HAS ENTERED INTO A CONTRACT FOR SALE, PRIOR