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INFORMATION IS NO LONGER APPLICABLE.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,
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.
12
S.
NEITHER THE COMPANY NOR ANY SUBSIDIARY OR AFFILIATE THEREOF SHALL
IDENTIFY ANY INVESTOR AS AN UNDERWRITER IN ANY PUBLIC DISCLOSURE OR FILING WITH
THE SEC OR ANY PRINCIPAL MARKET (AS DEFINED IN THE SECURITIES PURCHASE
AGREEMENT) OR ELIGIBLE MARKET AND ANY BUYER BEING DEEMED AN UNDERWRITER BY THE
SEC SHALL NOT RELIEVE THE COMPANY OF ANY OBLIGATIONS IT HAS UNDER THIS AGREEMENT
OR ANY OTHER TRANSACTION DOCUMENT (AS DEFINED IN THE SECURITIES PURCHASE
AGREEMENT); PROVIDED, HOWEVER, THAT THE FOREGOING SHALL NOT PROHIBIT THE COMPANY
FROM INCLUDING THE DISCLOSURE FOUND IN THE "PLAN OF DISTRIBUTION" SECTION
ATTACHED HERETO AS EXHIBIT B IN THE REGISTRATION STATEMENT.
4.
OBLIGATIONS OF THE INVESTORS.
A.
AT LEAST THREE (3) 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 AND MAINTAIN THE EFFECTIVENESS OF THE REGISTRATION OF SUCH
REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN CONNECTION WITH SUCH
REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
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
STATEMENT HEREUNDER, UNLESS SUCH INVESTOR HAS NOTIFIED THE COMPANY IN WRITING OF
SUCH INVESTOR'S ELECTION TO EXCLUDE ALL OF SUCH INVESTOR'S REGISTRABLE
SECURITIES FROM SUCH REGISTRATION STATEMENT.
C.
EACH INVESTOR AGREES THAT,