EFFECTIVE DATE") (INCLUDING FILING WITH THE SEC,
WITHIN FIVE (5) BUSINESS DAYS OF THE DATE THAT THE COMPANY IS NOTIFIED (ORALLY
OR IN WRITING, WHICHEVER IS EARLIER) BY THE SEC THAT THE MANDATORY REGISTRATION
STATEMENT WILL NOT BE "REVIEWED" OR WILL NOT BE SUBJECT TO FURTHER REVIEW, A
REQUEST FOR ACCELERATION OF EFFECTIVENESS IN ACCORDANCE WITH RULE 461
PROMULGATED UNDER THE SECURITIES ACT (AN "ACCELERATION REQUEST"), WHICH REQUEST
SHALL REQUEST AN EFFECTIVE DATE THAT IS WITHIN THREE (3) BUSINESS DAYS OF THE
DATE OF SUCH REQUEST).
THE COMPANY SHALL NOTIFY EACH INVESTOR IN WRITING
PROMPTLY (AND IN ANY EVENT WITHIN ONE (1) BUSINESS DAY) AFTER THE COMPANY'S
SUBMISSION OF AN ACCELERATION REQUEST TO THE SEC.
THE COMPANY SHALL BE REQUIRED
TO KEEP THE MANDATORY REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE (INCLUDING
THROUGH THE FILING OF ANY REQUIRED POST-EFFECTIVE AMENDMENTS) UNTIL THE EARLIEST
TO OCCUR OF (I) THE DATE AFTER WHICH ALL OF THE REGISTRABLE SHARES REGISTERED
THEREUNDER SHALL HAVE BEEN SOLD AND (II) THE SECOND (2ND) ANNIVERSARY OF THE
EFFECTIVE DATE OF THE MANDATORY REGISTRATION STATEMENT; PROVIDED, THAT IN ANY
CASE SUCH DATE SHALL BE EXTENDED BY THE AMOUNT OF TIME OF ANY SUSPENSION PERIOD
(AS DEFINED BELOW) (THE "EFFECTIVENESS PERIOD").
NOTWITHSTANDING THE FOREGOING,
IN NO EVENT SHALL THE COMPANY BE REQUIRED TO KEEP THE MANDATORY REGISTRATION
STATEMENT EFFECTIVE AFTER THE DATE ON WHICH THE INVESTOR MAY SELL ALL
REGISTRABLE SHARES THEN HELD BY THE INVESTOR WITHOUT RESTRICTION UNDER RULE
144(K) OF THE SECURITIES ACT.
THEREAFTER, THE COMPANY SHALL BE ENTITLED TO
WITHDRAW THE MANDATORY REGISTRATION STATEMENT AND, UPON SUCH WITHDRAWAL, THE
INVESTORS SHALL HAVE NO FURTHER RIGHT TO OFFER OR SELL ANY OF THE REGISTRABLE
SHARES PURSUANT TO THE MANDATORY REGISTRATION STATEMENT (OR ANY PROSPECTUS
RELATING THERETO).
(B)
NOTWITHSTANDING ANYTHING IN THIS SECTION 2 TO THE CONTRARY, IF THE
COMPANY SHALL FURNISH TO THE INVESTORS A CERTIFICATE SIGNED BY THE PRESIDENT OR
CHIEF EXECUTIVE OFFICER OF THE COMPANY STATING THAT THE BOARD HAS MADE THE GOOD
FAITH DETERMINATION UPON THE ADVICE OF COUNSEL (I) THAT THE CONTINUED USE BY THE
INVESTORS OF A REGISTRATION STATEMENT FOR PURPOSES OF EFFECTING OFFERS OR SALES
OF REGISTRABLE SHARES PURSUANT THERETO WOULD REQUIRE, UNDER THE SECURITIES ACT
AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, PREMATURE DISCLOSURE IN A
REGISTRATION STATEMENT (OR THE PROSPECTUS RELATING THERETO) OF MATERIAL,
NONPUBLIC INFORMATION CONCERNING THE COMPANY, ITS BUSINESS OR PROSPECTS OR ANY
PROPOSED MATERIAL TRANSACTION INVOLVING THE COMPANY, (II) THAT SUCH PREMATURE
DISCLOSURE WOULD BE MATERIALLY ADVERSE TO THE COMPANY, ITS BUSINESS OR PROSPECTS
OR ANY SUCH PROPOSED MATERIAL TRANSACTION AND (III) THAT IT IS THEREFORE
NECESSARY TO SUSPEND THE USE BY THE INVESTORS OF, OR THE FILING OF, A
REGISTRATION STATEMENT (AND THE PROSPECTUS RELATING THERETO), THEN THE RIGHT OF
THE INVESTORS TO USE A REGISTRATION STATEMENT (AND THE PROSPECTUS RELATING
THERETO) FOR PURPOSES OF EFFECTING OFFERS OR SALES OF REGISTRABLE SHARES
PURSUANT THERETO OR THE FILING OF ANY REGISTRATION STATEMENT SHALL BE SUSPENDED
FOR A PERIOD (THE "SUSPENSION PERIOD") NOT GREATER THAN FORTY-FIVE (45)
CONSECUTIVE BUSINESS DAYS