OF THE DATE ON WHICH THE GRACE PERIOD ENDS;
AND, PROVIDED FURTHER, THAT (A) NO GRACE PERIOD SHALL EXCEED FIFTEEN (15)
CONSECUTIVE DAYS, (B) DURING ANY 365-DAY PERIOD SUCH GRACE PERIODS SHALL NOT
EXCEED AN AGGREGATE OF THIRTY (30) DAYS AND (C) THE FIRST DAY OF ANY GRACE
PERIOD MUST BE AT LEAST FIVE (5) TRADING DAYS AFTER THE LAST DAY OF ANY PRIOR
GRACE PERIOD (A GRACE PERIOD THAT SATISFIES ALL OF THE REQUIREMENTS OF THIS
SECTION 3(T) BEING REFERRED TO AS 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 HOLDERS RECEIVE THE NOTICE REFERRED TO IN CLAUSE
(I) AND SHALL END ON AND INCLUDE THE LATER OF THE DATE THE HOLDERS RECEIVE THE
NOTICE REFERRED TO IN CLAUSE (II) AND THE DATE REFERRED TO IN SUCH NOTICE.
THE
PROVISIONS OF SECTION 3(F) 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 PROVISIONS OF SECTION 3(F) WITH RESPECT TO THE
INFORMATION GIVING RISE THERETO UNLESS SUCH MATERIAL NON-PUBLIC INFORMATION IS
NO LONGER APPLICABLE.
SECTION 4.
OBLIGATIONS OF THE INVESTORS.
(A)
AT LEAST SEVEN (7) BUSINESS DAYS PRIOR TO THE FIRST ANTICIPATED
FILING DATE OF A REGISTRATION STATEMENT AND AT LEAST FIVE (5) BUSINESS DAYS
PRIOR TO THE FILING OF ANY AMENDMENT OR SUPPLEMENT TO A REGISTRATION STATEMENT,
THE COMPANY SHALL NOTIFY EACH INVESTOR IN WRITING OF THE INFORMATION, IF ANY,
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 OR, WITH RESPECT TO AN AMENDMENT OR A SUPPLEMENT, IF SUCH INVESTOR'S
REGISTRABLE SECURITIES ARE INCLUDED IN SUCH REGISTRATION STATEMENT (EACH AN
"INFORMATION REQUEST"). PROVIDED THAT THE COMPANY SHALL HAVE COMPLIED WITH ITS
OBLIGATIONS SET FORTH IN THE PRECEDING SENTENCE, 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
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INVESTOR THAT SUCH INVESTOR SHALL PROMPTLY FURNISH TO THE COMPANY, WITHIN A
REASONABLE TIME PERIOD PRIOR TO FILING, IN RESPONSE TO AN INFORMATION REQUEST,
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 REGISTRATION OF SUCH REGISTRABLE SECURITIES
AND SHALL EXECUTE SUCH DOCUMENTS IN CONNECTION WITH SUCH REGISTRATION AS THE
COMPANY MAY REASONABLY REQUEST.
ANY INVESTOR THAT SELLS REGISTRABLE SECURITIES
PURSUANT TO A REGISTRATION STATEMENT SHALL BE REQUIRED TO BE NAMED AS A SELLING
STOCKHOLDER IN THE RELATED PROSPECTUS AND, IF REQUIRED, TO DELIVER OR CAUSE TO
BE DELIVERED A PROSPECTUS TO PURCHASERS.
(B)
EACH INVESTOR, BY SUCH INVESTOR'S ACCEPTANCE OF THE REGISTRABLE
SECURITIES, AGREES TO COOPERATE WITH THE COMPANY AS REASONABLY REQUESTED BY THE
COMPANY IN CONNECTION WITH THE PREPARATION AND FILING OF ANY REGISTRATION