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.
(L)
THE COMPANY SHALL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL
OTHER ACTIONS REASONABLY NECESSARY TO EXPEDITE AND FACILITATE DISPOSITION BY
INVESTORS OF REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT.
(M)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 3(G), AT ANY
TIME AFTER A REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE SEC, THE
COMPANY MAY SUSPEND THE USE OR EFFECTIVENESS OF ANY REGISTRATION STATEMENT (A
"GRACE PERIOD") (AND THE INVESTORS HEREBY AGREE NOT TO OFFER OR SELL ANY
REGISTRABLE SECURITIES PURSUANT TO SUCH REGISTRATION STATEMENT DURING SUCH GRACE
PERIOD) IF THERE IS MATERIAL, NON-PUBLIC INFORMATION ABOUT THE COMPANY THAT THE
COMPANY REASONABLY DETERMINES NOT TO BE IN THE BEST INTERESTS OF THE COMPANY TO
DISCLOSE AND THAT THE COMPANY IS NOT OTHERWISE REQUIRED TO DISCLOSE; PROVIDED,
THAT THE COMPANY SHALL PROMPTLY (I) NOTIFY THE INVESTORS IN WRITING OF SUCH
SUSPENSION AND THE DATE ON WHICH THE GRACE PERIOD WILL BEGIN AND (II) NOTIFY THE
INVESTORS IN WRITING OF THE DATE ON WHICH THE GRACE PERIOD ENDS; AND, PROVIDED
FURTHER, THAT NO INDIVIDUAL GRACE PERIOD SHALL EXCEED THIRTY (30) CONSECUTIVE
DAYS AND DURING ANY 180 DAY PERIOD, ALL SUCH GRACE PERIODS SHALL NOT EXCEED AN
AGGREGATE OF THIRTY (30) DAYS (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 HOLDERS RECEIVE THE NOTICE REFERRED TO IN CLAUSE
(I) AND SHALL END ON AND INCLUDE THE LATER OF THE DATE THE HOLDERS 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 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GIVING RISE THERETO UNLESS SUCH MATERIAL NON-PUBLIC INFORMATION IS NO LONGER
APPLICABLE.
(N)
IN THE EVENT OF ANY UNDERWRITTEN PUBLIC OFFERING (AT THE ELECTION
OF THE INVESTORS, AS DESCRIBED IN SECTION 2(E)), THE COMPANY SHALL ENTER INTO
AND PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING AGREEMENT, IN USUAL AND
CUSTOMARY FORM, WITH THE MANAGING UNDERWRITER(S) OF SUCH OFFERING SELECTED BY
THE INVESTOR.
EACH INVESTOR PARTICIPATING IN SUCH UNDERWRITING SHALL ALSO ENTER
INTO AND PERFORM ITS OBLIGATIONS PURSUANT TO SUCH AN AGREEMENT.
(O)
PROMPTLY AFTER THE FILING OF A REGISTRATION STATEMENT HEREUNDER,
THE COMPANY SHALL USE ITS BEST EFFORTS TO SECURE THE LISTING OF ALL OF THE
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UPON EACH NATIONAL
SECURITIES EXCHANGE AND AUTOMATED QUOTATION SYSTEM, IF ANY, UPON WHICH SHARES OF
COMMON STOCK SHALL BE SO LISTED (SUBJECT TO NOTICE OF ISSUANCE) AND SHALL
MAINTAIN, SO LONG AS ANY OTHER SHARES OF COMMON STOCK SHALL BE SO LISTED, SUCH
LISTING OF SUCH REGISTRABLE SECURITIES.
(P)
DURING THE PERIOD