OF THE
MATTERS TO BE INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT; AND (III) AS SOON AS PRACTICABLE, SUPPLEMENT OR MAKE AMENDMENTS TO
ANY REGISTRATION STATEMENT IF REASONABLY REQUESTED BY AN INVESTOR HOLDING ANY
REGISTRABLE SECURITIES.
N.
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE
REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT TO BE REGISTERED
WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE
NECESSARY TO CONSUMMATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES.
O.
THE COMPANY SHALL MAKE GENERALLY AVAILABLE TO ITS SECURITY
HOLDERS AS SOON AS PRACTICAL, BUT NOT LATER THAN 90 DAYS AFTER THE CLOSE OF THE
PERIOD COVERED THEREBY, AN
8
earnings statement (in form complying with the provisions of Rule 158 under the
1933 Act) covering a twelve-month period beginning not later than the first day
of the Company's fiscal quarter next following the effective date of the
Registration Statement.
P.
THE COMPANY SHALL OTHERWISE USE ITS REASONABLE BEST EFFORTS TO
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN CONNECTION WITH
ANY REGISTRATION HEREUNDER.
Q.
WITHIN TWO (2) BUSINESS DAYS AFTER A REGISTRATION STATEMENT
WHICH COVERS REGISTRABLE SECURITIES IS ORDERED EFFECTIVE BY THE SEC, THE COMPANY
SHALL DELIVER, AND SHALL CAUSE THE GENERAL COUNSEL FOR THE COMPANY TO DELIVER,
TO THE TRANSFER AGENT FOR SUCH REGISTRABLE SECURITIES (WITH COPIES TO THE
INVESTORS WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN SUCH REGISTRATION
STATEMENT) CONFIRMATION THAT SUCH REGISTRATION STATEMENT HAS BEEN DECLARED
EFFECTIVE BY THE SEC IN THE FORM ATTACHED HERETO AS EXHIBIT A.
R.
NOTWITHSTANDING TO THE CONTRARY HEREIN, THE COMPANY MAY
SUSPEND A REGISTRATION STATEMENT, IF THE COMPANY SHALL FURNISH TO THE INVESTORS
A CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY STATING THAT
IN THE GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS IT WOULD BE SERIOUSLY
DETRIMENTAL TO THE COMPANY OR ITS STOCKHOLDERS FOR SUCH A REGISTRATION STATEMENT
NOT TO BE SUSPENDED (A "GRACE PERIOD").
IN SUCH EVENT, THE COMPANY'S OBLIGATION
UNDER THIS AGREEMENT TO KEEP A REGISTRATION STATEMENT EFFECTIVE SHALL BE
DEFERRED FOR A GRACE PERIOD NOT TO EXCEED 30 CONSECUTIVE DAYS DURING ANY 90 DAY
PERIOD, PROVIDED, THAT THE COMPANY MAY NOT EXERCISE THIS RIGHT OF DEFERRAL FOR
AN AGGREGATE OF IN EXCESS OF 75 DAYS IN ANY ONE YEAR PERIOD (AN "ALLOWABLE GRACE
PERIOD").
IF THE COMPANY SUSPENDS THE EFFECTIVENESS OF A REGISTRATION
STATEMENT, THE COMPANY WILL PROMPTLY DELIVER NOTICE TO THE INVESTORS OF SUCH
SUSPENSION AND WILL AGAIN DELIVER NOTICE TO THE INVESTORS WHEN SUCH SUSPENSION
IS NO LONGER NECESSARY.
THE COMPANY SHALL NOT ACCRUE ANY REGISTRATION DELAY
PAYMENTS DURING AN ALLOWABLE GRACE PERIOD.
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