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
9
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 NO GRACE PERIOD SHALL EXCEED FIFTEEN (15) CONSECUTIVE
DAYS AND DURING ANY THREE HUNDRED SIXTY FIVE (365) DAY PERIOD SUCH GRACE PERIODS
SHALL NOT EXCEED AN AGGREGATE OF FORTY-FIVE (45) DAYS AND THE FIRST DAY OF ANY
GRACE PERIOD MUST BE AT LEAST TWO (2) TRADING DAYS AFTER THE LAST DAY OF ANY
PRIOR GRACE PERIOD (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NO LONGER APPLICABLE.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, SUBJECT TO ANY
LAWS, RULES, REGULATIONS OR STOCK EXCHANGE REQUIREMENTS, 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 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 TO COMPLETE THE REGISTRATION PURSUANT TO THIS
AGREEMENT WITH RESPECT TO THE REGISTRABLE SECURITIES OF A PARTICULAR INVESTOR
THAT SUCH INVESTOR SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING
ITSELF, THE REGISTRABLE SECURITIES HELD BY IT AND THE INTENDED METHOD OF
DISPOSITION OF THE REGISTRABLE SECURITIES HELD BY IT AS SHALL BE REASONABLY
REQUIRED TO EFFECT THE EFFECTIVENESS OF THE REGISTRATION OF SUCH REGISTRABLE
SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN CONNECTION WITH SUCH REGISTRATION
AS