THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
THE
COMPANY WILL MAKE SUCH NOTIFICATION AS PROMPTLY AS PRACTICABLE (BUT IN NO EVENT
MORE THAN TWO BUSINESS DAYS) AFTER THE COMPANY BECOMES AWARE OF THE EVENT, WILL
PROMPTLY (BUT IN NO EVENT MORE THAN TEN BUSINESS DAYS) PREPARE AND FILE A
SUPPLEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO CORRECT SUCH UNTRUE
STATEMENT OR OMISSION, AND WILL DELIVER A NUMBER OF COPIES OF SUCH SUPPLEMENT OR
AMENDMENT TO EACH INVESTOR AS SUCH INVESTOR MAY REASONABLY REQUEST.
(B)
NOTWITHSTANDING THE OBLIGATIONS UNDER
SECTION 3.6(A), IF IN THE GOOD FAITH JUDGMENT OF THE COMPANY, FOLLOWING
CONSULTATION WITH LEGAL COUNSEL, IT WOULD BE DETRIMENTAL TO THE COMPANY AND ITS
STOCKHOLDERS FOR RESALES OF REGISTRABLE SECURITIES TO BE MADE PURSUANT TO THE
REGISTRATION STATEMENT DUE TO THE EXISTENCE OF A MATERIAL DEVELOPMENT OR
POTENTIAL MATERIAL DEVELOPMENT INVOLVING THE COMPANY WHICH THE COMPANY WOULD BE
OBLIGATED TO DISCLOSE IN THE REGISTRATION STATEMENT, BUT WHICH DISCLOSURE WOULD
BE PREMATURE OR OTHERWISE INADVISABLE AT SUCH TIME OR WOULD REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT UPON THE COMPANY AND ITS
STOCKHOLDERS, THE COMPANY WILL HAVE THE RIGHT TO SUSPEND THE USE OF THE
REGISTRATION STATEMENT FOR A PERIOD OF NOT MORE THAN THIRTY (30) DAYS, PROVIDED,
HOWEVER, THAT THE COMPANY MAY SO DEFER OR SUSPEND THE USE OF THE REGISTRATION
STATEMENT NO MORE THAN ONE TIME IN ANY TWELVE-MONTH PERIOD.
(C)
SUBJECT TO THE COMPANY'S RIGHTS UNDER THIS
SECTION 3, THE COMPANY WILL USE ITS BEST EFFORTS TO PREVENT THE ISSUANCE OF ANY
STOP ORDER OR OTHER SUSPENSION OF EFFECTIVENESS OF A REGISTRATION STATEMENT AND,
IF SUCH AN ORDER IS ISSUED, WILL USE ITS BEST EFFORTS TO OBTAIN THE WITHDRAWAL
OF SUCH ORDER AT THE EARLIEST POSSIBLE TIME AND TO NOTIFY EACH INVESTOR THAT
HOLDS REGISTRABLE SECURITIES BEING SOLD (OR, IN THE EVENT OF AN UNDERWRITTEN
OFFERING, THE MANAGING UNDERWRITERS) OF THE ISSUANCE OF SUCH ORDER AND THE
RESOLUTION THEREOF.
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN OR IN THE PURCHASE AGREEMENT, IF THE USE OF THE REGISTRATION
STATEMENT IS SUSPENDED BY THE COMPANY, THE COMPANY WILL PROMPTLY (BUT IN NO
EVENT MORE THAN TWO BUSINESS DAYS) GIVE NOTICE OF THE SUSPENSION TO ALL
INVESTORS WHOSE SECURITIES ARE COVERED BY THE REGISTRATION STATEMENT, AND WILL
PROMPTLY (BUT IN NO EVENT MORE THAN TWO BUSINESS DAYS) NOTIFY EACH SUCH INVESTOR
AS SOON AS THE USE OF THE REGISTRATION STATEMENT MAY BE RESUMED.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE PURCHASE
AGREEMENT, THE COMPANY WILL CAUSE THE TRANSFER AGENT TO DELIVER UNLEGENDED
SHARES OF COMMON STOCK TO A TRANSFEREE OF AN INVESTOR IN ACCORDANCE WITH THE
TERMS OF THE PURCHASE AGREEMENT IN CONNECTION WITH ANY SALE OF REGISTRABLE
SECURITIES WITH RESPECT TO WHICH SUCH INVESTOR HAS ENTERED INTO A CONTRACT FOR
SALE PRIOR TO RECEIPT OF NOTICE OF SUCH SUSPENSION AND FOR WHICH SUCH INVESTOR
HAS NOT YET SETTLED, UNLESS OTHERWISE PROHIBITED