EXCEED AN AGGREGATE OF TWENTY (20) DAYS AND (C) THE FIRST DAY OF ANY
GRACE PERIOD MUST BE AT LEAST TEN (10) TRADING DAYS AFTER THE LAST DAY OF ANY
PRIOR GRACE PERIOD (A GRACE PERIOD THAT SATISFIES ALL OF THE REQUIREMENTS OF
THIS SECTION 4(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 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 4(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 PROVISIONS OF THE FIRST SENTENCE OF
SECTION 4(F) WITH RESPECT TO THE INFORMATION GIVING RISE THERETO UNLESS SUCH
MATERIAL NON-PUBLIC INFORMATION IS NO LONGER APPLICABLE.
12
U.
THE COMPANY SHALL NOT REGISTER ANY OF
ITS SECURITIES FOR SALE FOR ITS OWN ACCOUNT (OTHER THAN FOR ISSUANCE TO
EMPLOYEES, DIRECTORS AND CONSULTANTS, OF THE COMPANY UNDER AN EMPLOYEE BENEFIT
PLAN OR FOR ISSUANCE IN A BUSINESS COMBINATION TRANSACTION), EXCEPT PURSUANT TO
A FIRM COMMITMENT UNDERWRITTEN OFFERING.
V.
THE COMPANY SHALL ENTER INTO SUCH
CUSTOMARY AGREEMENTS (INCLUDING, IN THE CASE OF UNDERWRITTEN OFFERING, AN
UNDERWRITING AGREEMENT) AND TAKE SUCH OTHER ACTIONS AS THE ANY OF THE INVESTORS
OR UNDERWRITERS, IF ANY, MAY REASONABLY REQUEST IN ORDER TO EXPEDITE AND
FACILITATE THE DISPOSITION OF THE REGISTRABLE SECURITIES AND ANY OTHER
SECURITIES COVERED BY A REGISTRATION STATEMENT.
WITHOUT LIMITING THE FOREGOING,
IN CONNECTION WITH ANY UNDERWRITTEN OFFERING AND TAKING INTO ACCOUNT THE
COMPANY'S BUSINESS NEEDS, THE COMPANY SHALL MAKE APPROPRIATE OFFICERS OF THE
COMPANY AVAILABLE FOR MEETINGS WITH PROSPECTIVE PURCHASERS OF THE REGISTRABLE
SECURITIES AND PREPARE AND PRESENT TO POTENTIAL INVESTORS CUSTOMARY "ROAD SHOW"
MATERIALS, IN EACH CASE IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE
UNDERWRITERS AND IN ALL RESPECTS IN A MANNER CONSISTENT WITH OTHER ISSUANCES OF
SECURITIES IN AN OFFERING OF A SIMILAR SIZE TO SUCH OFFERING OF THE REGISTRABLE
SECURITIES.
5.
OBLIGATIONS OF THE INVESTORS.
A.
AT LEAST SEVEN (7) BUSINESS DAYS PRIOR
TO THE FIRST ANTICIPATED FILING DATE OF A REGISTRATION STATEMENT AND AT LEASE
FIVE (5) BUSINESS DAYS PRIOR TO THE FILING OF ANY AMENDMENT OR SUPPLEMENT TO A
REGISTRATION STATEMENT OR PROSPECTUS, 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