COMMISSION IN A TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS
REQUIRED OF THE COMPANY UNDER THE SECURITIES ACT AND THE EXCHANGE ACT
(INCLUDING, WITHOUT LIMITATION, THE FILING OF A CURRENT REPORT ON FORM 8-K
DESCRIBING THE TERMS OF THE TRANSACTIONS CONTEMPLATED BY THE PURCHASE AGREEMENT
IN THE FORM AND WITHIN THE TIME FRAME REQUIRED BY THE EXCHANGE ACT AND ATTACHING
THIS PURCHASE AGREEMENT AND ANY OTHER MATERIAL TRANSACTION DOCUMENTS RELATING
THERETO).
FROM AND AFTER THE FILING WITH THE COMMISSION OF THE 8-K IN
ACCORDANCE WITH THE PRECEDING SENTENCE, THE COMPANY SHALL HAVE DISCLOSED ANY
MATERIAL NONPUBLIC INFORMATION DELIVERED TO THE PURCHASERS BY THE COMPANY OR ANY
OF ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES
OR AGENTS;
MAINTAIN THE COMMON STOCK'S AUTHORIZATION FOR QUOTATION ON THE OVER-THE-COUNTER
BULLETIN BOARD OFFERED BY THE NATIONAL ASSOCIATION OF SECURITY DEALERS; AND
SO LONG AS A HOLDER OWNS ANY REGISTRABLE SECURITIES, FURNISH TO THE HOLDER
FORTHWITH UPON REQUEST A WRITTEN STATEMENT BY THE COMPANY AS TO ITS COMPLIANCE
WITH THE REPORTING REQUIREMENTS OF SAID RULE 144, AND OF THE SECURITIES ACT AND
THE EXCHANGE ACT, A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE
COMPANY, AND SUCH OTHER REPORTS AND DOCUMENTS OF THE COMPANY AND OTHER
INFORMATION IN THE POSSESSION OF OR REASONABLY OBTAINABLE BY THE COMPANY AS THE
HOLDER MAY REASONABLY REQUEST IN AVAILING ITSELF OF ANY RULE OR REGULATION OF
THE COMMISSION ALLOWING THE HOLDER TO SELL ANY SUCH SECURITIES WITHOUT
REGISTRATION.
REPORTS.
THE COMPANY WILL FURNISH TO THE PURCHASERS AND/OR THEIR ASSIGNEES SUCH
INFORMATION RELATING TO THE COMPANY AND ITS SUBSIDIARIES AS FROM TIME TO TIME
MAY REASONABLY BE REQUESTED BY THE PURCHASERS AND/OR THEIR ASSIGNEES; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT DISCLOSE MATERIAL NONPUBLIC INFORMATION TO
THE PURCHASERS, OR TO ADVISORS TO OR REPRESENTATIVES OF THE PURCHASERS, UNLESS
PRIOR TO DISCLOSURE OF SUCH INFORMATION THE COMPANY IDENTIFIES SUCH INFORMATION
AS BEING MATERIAL NONPUBLIC INFORMATION AND PROVIDES THE PURCHASERS, SUCH
ADVISORS AND REPRESENTATIVES WITH THE OPPORTUNITY TO ACCEPT OR REFUSE TO ACCEPT
SUCH MATERIAL NONPUBLIC INFORMATION FOR REVIEW AND ANY PURCHASER WISHING TO
OBTAIN SUCH INFORMATION ENTERS INTO AN APPROPRIATE CONFIDENTIALITY AGREEMENT
WITH THE COMPANY WITH RESPECT THERETO.
TERMINATION OF REGISTRATION RIGHTS.
THE REGISTRATION RIGHTS GRANTED PURSUANT TO
SECTION 7 SHALL TERMINATE AS TO EACH HOLDER ON THE EARLIER OF (I) TWO YEARS
AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, (II) THE DATE ON WHICH
ALL REGISTRABLE SECURITIES HELD BY SUCH HOLDER MAY BE RESOLD WITHOUT
REGISTRATION OR WITHOUT REGARD TO ANY VOLUME LIMITATIONS BY REASON OF RULE
144(K) UNDER THE SECURITIES ACT OR ANY OTHER RULE OF SIMILAR EFFECT OR (III) ALL
OF THE REGISTRABLE SECURITIES HELD BY SUCH HOLDER HAVE BEEN SOLD PURSUANT TO THE
REGISTRATION STATEMENT OR RULE 144(K) UNDER THE SECURITIES ACT OR ANY OTHER RULE
OF SIMILAR EFFECT.
REMOVAL OF LEGENDS.
UPON THE EARLIER OF (I) REGISTRATION FOR RESALE PURSUANT TO
THE REGISTRATION RIGHTS CONTAINED IN SECTION 7 HEREOF OR (II) RULE 144(K)
BECOMING AVAILABLE THE COMPANY SHALL