THE TRANSFER AGENT FOR SUCH REGISTRABLE SECURITIES (WITH
COPIES TO THE INVESTORS WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN SUCH
9
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 REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE
BY THE SEC, 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 DURING ANY THREE HUNDRED SIXTY FIVE (365) DAY
PERIOD SUCH GRACE PERIODS SHALL NOT EXCEED AN AGGREGATE OF THIRTY-FIVE (35) DAYS
(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RISE THERETO UNLESS SUCH MATERIAL, NON-PUBLIC INFORMATION IS NO LONGER
APPLICABLE.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, AND DELIVERED A COPY OF THE
PROSPECTUS INCLUDED AS PART OF THE APPLICABLE REGISTRATION STATEMENT, PRIOR TO
THE INVESTOR'S RECEIPT OF THE NOTICE OF A GRACE PERIOD AND FOR WHICH THE
INVESTOR HAS NOT YET SETTLED.
4.
OBLIGATIONS OF THE INVESTORS.
(A)
AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO
THE FIRST ANTICIPATED FILING DATE OF A REGISTRATION STATEMENT, THE COMPANY SHALL
NOTIFY EACH INVESTOR IN WRITING OF THE INFORMATION THE COMPANY REQUIRES FROM
EACH SUCH INVESTOR IF SUCH INVESTOR ELECTS TO HAVE ANY OF SUCH INVESTOR'S
REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION STATEMENT.
IT SHALL BE A
CONDITION PRECEDENT TO THE OBLIGATIONS OF THE COMPANY