THE SEC OR ANY
OTHER FEDERAL OR STATE GOVERNMENTAL AUTHORITY OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF THE
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REGISTRATION STATEMENT OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE;
(III) OF THE RECEIPT BY THE COMPANY OF ANY NOTIFICATION WITH RESPECT TO THE
SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY OF THE
REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION OR THE INITIATION OF ANY
PROCEEDING FOR SUCH PURPOSE; OR (IV) OF ANY EVENT OR CIRCUMSTANCE WHICH
NECESSITATES THE MAKING OF ANY CHANGES IN THE REGISTRATION STATEMENT OR
PROSPECTUS, OR ANY DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY
REFERENCE, SO THAT, IN THE CASE OF THE REGISTRATION STATEMENT, IT WILL NOT
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING, AND THAT IN THE CASE OF THE PROSPECTUS, IT WILL NOT CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO
BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; THEN THE COMPANY
SHALL PROMPTLY DELIVER A CERTIFICATE IN WRITING TO THE INVESTOR (THE "SUSPENSION
NOTICE") TO THE EFFECT OF THE FOREGOING AND, UPON RECEIPT OF SUCH SUSPENSION
NOTICE, THE INVESTOR WILL REFRAIN FROM SELLING ANY SHARES PURSUANT TO THE
REGISTRATION STATEMENT (A "SUSPENSION") UNTIL THE INVESTORS ARE ADVISED IN
WRITING BY THE COMPANY THAT THE CURRENT PROSPECTUS MAY BE USED, AND HAS RECEIVED
COPIES OF ANY ADDITIONAL OR SUPPLEMENTAL FILINGS THAT ARE INCORPORATED OR DEEMED
INCORPORATED BY REFERENCE IN ANY SUCH PROSPECTUS.
IN THE EVENT OF ANY
SUSPENSION, THE COMPANY WILL USE ITS BEST EFFORTS TO CAUSE THE USE OF THE
PROSPECTUS SO SUSPENDED TO BE RESUMED AS SOON AS REASONABLY PRACTICABLE AFTER
DELIVERY OF A SUSPENSION NOTICE TO THE INVESTORS.
IN ADDITION TO AND WITHOUT
LIMITING ANY OTHER REMEDIES (INCLUDING, WITHOUT LIMITATION, AT LAW OR AT EQUITY)
AVAILABLE TO THE INVESTOR, THE INVESTOR SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE IN THE EVENT THAT THE COMPANY FAILS TO COMPLY WITH THE PROVISIONS OF
THIS SECTION 6.2(C).
(D)
NOTWITHSTANDING THE FOREGOING
PARAGRAPHS OF THIS SECTION 6.2, THE COMPANY SHALL USE ITS BEST EFFORTS TO ENSURE
THAT (I) A SUSPENSION SHALL NOT EXCEED THIRTY (30) DAYS INDIVIDUALLY, (II) NO
MORE THAN TWO (2) SUSPENSIONS SHALL OCCUR DURING ANY TWELVE MONTH PERIOD AND
(III) EACH SUSPENSION SHALL BE SEPARATED BY A PERIOD OF AT LEAST THIRTY (30)
DAYS FROM A PRIOR SUSPENSION (EACH SUSPENSION THAT SATISFIES THE FOREGOING
CRITERIA BEING REFERRED TO HEREIN AS A "QUALIFYING SUSPENSION").
IF A
SUSPENSION OCCURS AND SUCH SUSPENSION IS NOT A QUALIFYING SUSPENSION (A
"NON-QUALIFYING SUSPENSION"), THE COMPANY SHALL, ON THE 10TH BUSINESS DAY
IMMEDIATELY FOLLOWING THE EFFECTIVENESS OF THE NON-QUALIFYING SUSPENSION AND
EACH 30TH DAY THEREAFTER, MAKE A PAYMENT TO THE INVESTOR AS PARTIAL COMPENSATION
FOR SUCH NON-QUALIFYING SUSPENSION EQUAL TO 1% OF THE PURCHASE PRICE PAID