REASONABLE BEST EFFORTS TO PREVENT THE
ISSUANCE OF ANY STOP ORDER OR TO OBTAIN ITS WITHDRAWAL AT THE EARLIEST POSSIBLE
MOMENT IF SUCH STOP ORDER SHOULD BE ISSUED;
(I)
WITH A VIEW TO MAKING AVAILABLE TO
THE INVESTOR THE BENEFITS OF RULE 144 AND ANY OTHER RULE OR REGULATION OF THE
SEC THAT MAY AT ANY TIME PERMIT THE INVESTOR TO SELL SHARES OR WARRANT SHARES TO
THE PUBLIC WITHOUT REGISTRATION, THE COMPANY COVENANTS AND AGREES TO USE ITS
REASONABLE BEST EFFORTS TO:
(I) MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS
THOSE TERMS ARE UNDERSTOOD AND DEFINED IN RULE 144, UNTIL THE EARLIER OF
(A) SUCH DATE AS ALL OF THE INVESTOR'S SECURITIES (INCLUDING COMMON STOCK
ISSUABLE UPON EXERCISE THEREOF) MAY BE RESOLD PURSUANT TO RULE 144 WITHOUT
VOLUME OR MANNER OF SALES LIMITATIONS, OR ANY OTHER RULE OF SIMILAR EFFECT AND
(B) SUCH DATE AS ALL OF THE INVESTOR'S SHARES SHALL HAVE BEEN RESOLD; (II) FILE
WITH THE SEC IN A TIMELY MANNER ALL REPORTS AND OTHER DOCUMENTS REQUIRED OF THE
COMPANY UNDER THE SECURITIES ACT AND UNDER THE EXCHANGE ACT; (III) FURNISH TO
THE INVESTOR UPON REQUEST, AS LONG AS THE INVESTOR OWNS ANY SECURITIES, (A) A
WRITTEN STATEMENT BY THE COMPANY THAT IT HAS COMPLIED WITH THE REPORTING
REQUIREMENTS OF RULE 144 AND
OF THE SECURITIES ACT AND THE EXCHANGE ACT, (B) A
COPY OF THE COMPANY'S MOST RECENT ANNUAL REPORT ON FORM 10-K OR QUARTERLY REPORT
ON FORM 10-Q, AND (C) SUCH OTHER INFORMATION AS MAY BE REASONABLY REQUESTED IN
ORDER TO AVAIL THE INVESTOR OF ANY RULE OR REGULATION OF THE SEC THAT PERMITS
THE SELLING OF ANY SUCH SECURITIES (INCLUDING COMMON STOCK ISSUABLE UPON
EXERCISE THEREOF) WITHOUT REGISTRATION, AND (IV) UNDERTAKE ANY ADDITIONAL
ACTIONS REASONABLY NECESSARY TO MAINTAIN THE AVAILABILITY OF THE REGISTRATION
STATEMENT OR THE USE OF RULE 144;
(J)
IF (I) THERE IS MATERIAL NON-PUBLIC
INFORMATION REGARDING THE COMPANY WHICH THE COMPANY'S BOARD OF DIRECTORS (THE
"BOARD") DETERMINES NOT TO BE IN THE COMPANY'S BEST INTEREST TO DISCLOSE AND
WHICH THE COMPANY IS NOT OTHERWISE REQUIRED TO DISCLOSE, (II) THERE IS A
SIGNIFICANT BUSINESS OPPORTUNITY (INCLUDING, BUT NOT LIMITED TO, THE
17
ACQUISITION OR DISPOSITION OF ASSETS (OTHER THAN IN THE ORDINARY COURSE OF
BUSINESS) OR ANY MERGER, CONSOLIDATION, TENDER OFFER OR OTHER SIMILAR
TRANSACTION) AVAILABLE TO THE COMPANY WHICH THE BOARD DETERMINES NOT TO BE IN
THE COMPANY'S BEST INTEREST TO DISCLOSE, OR (III) THE COMPANY IS REQUIRED TO
FILE A POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT TO INCORPORATE THE
COMPANY'S QUARTERLY AND ANNUAL REPORTS AND AUDITED FINANCIAL STATEMENTS ON FORMS
10-Q AND 10-K, THEN THE COMPANY MAY (X) POSTPONE OR SUSPEND FILING OF A
REGISTRATION STATEMENT FOR A PERIOD NOT TO EXCEED THIRTY (30) CONSECUTIVE DAYS
OR (Y) POSTPONE OR SUSPEND EFFECTIVENESS OF A REGISTRATION STATEMENT FOR A
PERIOD NOT TO EXCEED THIRTY (30) CONSECUTIVE DAYS (EACH, AN "ALLOWED DELAY");
PROVIDED THAT THE COMPANY MAY NOT POSTPONE OR SUSPEND EFFECTIVENESS OF A
REGISTRATION STATEMENT UNDER THIS SECTION 6.1(J) FOR