THE PROVISIONS OF THE SECURITIES ACT,
THE EXCHANGE ACT AND ALL RULES OF THE SEC PROMULGATED THEREUNDER WITH RESPECT TO
THE REGISTRATION STATEMENTS AND THE DISPOSITION OF ALL REGISTRABLE SECURITIES
COVERED BY EACH REGISTRATION STATEMENT;
(N)
TAKE ALL OTHER STEPS NECESSARY TO EFFECT THE REGISTRATION OF THE
REGISTRABLE SECURITIES; AND
(O)
COOPERATE WITH THE INVESTOR TO FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE DELIVERED TO
A TRANSFEREE PURSUANT TO THE REGISTRATION STATEMENTS, WHICH CERTIFICATES SHALL
BE FREE OF ALL RESTRICTIVE LEGENDS, AND TO ENABLE SUCH REGISTRABLE SECURITIES TO
BE IN SUCH DENOMINATIONS AND REGISTERED IN SUCH NAMES AS THE INVESTOR MAY
REQUEST; PROVIDED, THAT, THE DELIVERY OF SUCH CERTIFICATES SHALL BE SUBJECT TO
THE PAYMENT BY THE INVESTOR OF ANY TRANSFER TAXES, IF APPLICABLE.
5.2.
DELAY IN EFFECTIVENESS OF REGISTRATION STATEMENT. IN THE EVENT THE
REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE BY THE SEC WITHIN 120 CALENDAR
DAYS AFTER THE CLOSING DATE
IN ACCORDANCE WITH SECTION 5.1(B), THE COMPANY
SHALL PAY IN CASH TO THE INVESTOR LIQUIDATED DAMAGES IN THE AMOUNT OF 1.0% OF
THE AGGREGATE PURCHASE PRICE PER MONTH THEREAFTER (PRO RATA FOR ANY PORTION
THEREOF) UNTIL THE EARLIER OF (I) THE DATE ON WHICH THE REGISTRATION STATEMENT
IS FIRST DECLARED EFFECTIVE BY THE SEC OR (II) THE SECOND ANNIVERSARY OF THE
CLOSING DATE, ANY SUCH PAYMENTS TO BE MADE MONTHLY IN ARREARS.
15
5.3.
TRANSFER OF SHARES; SUSPENSION.
(A)
THE INVESTOR AGREES THAT IT WILL NOT EFFECT ANY DISPOSITION OF THE
REGISTRABLE SECURITIES OR ITS RIGHT TO PURCHASE THE REGISTRABLE SECURITIES THAT
WOULD CONSTITUTE A SALE WITHIN THE MEANING OF THE SECURITIES ACT, EXCEPT AS
CONTEMPLATED IN THE REGISTRATION STATEMENT REFERRED TO IN SECTION 5.1 OR IN
ACCORDANCE WITH THE SECURITIES ACT, AND THAT IT WILL PROMPTLY NOTIFY THE COMPANY
OF ANY CHANGES IN THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT OR THE
REGISTRATION STATEMENT QUESTIONNAIRE REGARDING THE INVESTOR OR ITS PLAN OF
DISTRIBUTION.
THE COMPANY SHALL NOT BE REQUIRED TO INCLUDE ANY SHARES HELD BY
THE INVESTOR IN THE REGISTRATION STATEMENT IF THE INVESTOR FAILS TO COMPLETE, OR
UPDATE AS NEEDED, THE REGISTRATION STATEMENT QUESTIONNAIRE OR PROVIDE THE
INFORMATION REQUESTED IN SUCH REGISTRATION STATEMENT QUESTIONNAIRE IN ACCORDANCE
WITH THIS SECTION 5.3.
(B)
EXCEPT IN THE EVENT THAT PARAGRAPH (C) BELOW APPLIES, THE COMPANY SHALL
USE COMMERCIALLY REASONABLE EFFORTS TO, AT ALL TIMES DURING THE REGISTRATION
PERIOD, PROMPTLY (I) PREPARE AND FILE FROM TIME TO TIME WITH THE SEC A
POST-EFFECTIVE AMENDMENT TO THE REGISTRATION STATEMENT OR A SUPPLEMENT TO THE
RELATED PROSPECTUS OR A SUPPLEMENT OR AMENDMENT TO ANY DOCUMENT INCORPORATED
THEREIN BY REFERENCE OR FILE ANY OTHER REQUIRED DOCUMENT SO THAT SUCH
REGISTRATION STATEMENT WILL NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN NOT
MISLEADING, AND SO THAT, AS THEREAFTER DELIVERED TO PURCHASERS OF THE
REGISTRABLE SECURITIES BEING SOLD THEREUNDER, SUCH PROSPECTUS WILL NOT CONTAIN
AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT