SUCH PURCHASER'S SHARES FOR EACH
PENALTY PERIOD DURING WHICH THE REGISTRATION DEFAULT REMAINS UNCURED; PROVIDED,
HOWEVER, THAT IF A PURCHASER FAILS TO PROVIDE THE COMPANY WITH ANY INFORMATION
THAT IS REQUIRED TO BE PROVIDED IN THE REGISTRATION STATEMENT WITH RESPECT TO
SUCH PURCHASER AS SET FORTH HEREIN, THEN THE COMMENCEMENT OF THE PENALTY PERIOD
DESCRIBED ABOVE SHALL BE EXTENDED UNTIL TWO BUSINESS DAYS FOLLOWING THE DATE OF
RECEIPT BY THE COMPANY OF SUCH REQUIRED INFORMATION; PROVIDED FURTHER, THAT THE
AMOUNT PAYABLE TO ANY HOLDER HEREUNDER FOR ANY PARTIAL PENALTY PERIOD SHALL BE
PRORATED FOR THE NUMBER OF ACTUAL DAYS DURING SUCH PENALTY PERIOD DURING WHICH A
REGISTRATION DEFAULT REMAINS UNCURED; AND PROVIDED FURTHER, THAT IN NO EVENT
SHALL THE COMPANY BE REQUIRED TO PAY TO ANY PURCHASER PURSUANT TO THIS SECTION
6.3 AN AGGREGATE AMOUNT THAT EXCEEDS 10% OF THE AGGREGATE PURCHASE PRICE PAID BY
SUCH PURCHASER FOR SUCH PURCHASER'S SHARES.
SECTION 6.4
REGISTRATION PERIOD COVENANTS.
IN THE CASE OF THE
REGISTRATION, QUALIFICATION, EXEMPTION OR COMPLIANCE EFFECTED BY THE COMPANY
PURSUANT TO THIS AGREEMENT, THE COMPANY SHALL, UPON REASONABLE REQUEST, INFORM
EACH HOLDER AS TO THE STATUS OF SUCH REGISTRATION, QUALIFICATION, EXEMPTION AND
COMPLIANCE.
AT ITS EXPENSE, DURING THE REGISTRATION PERIOD, THE COMPANY SHALL:
(A)
EXCEPT FOR SUCH TIMES AS THE COMPANY IS PERMITTED HEREUNDER TO
SUSPEND THE USE OF THE PROSPECTUS FORMING PART OF THE REGISTRATION STATEMENT,
USE ITS COMMERCIALLY REASONABLE EFFORTS TO KEEP SUCH REGISTRATION, AND ANY
QUALIFICATION, EXEMPTION OR COMPLIANCE UNDER STATE SECURITIES LAWS THAT THE
COMPANY DETERMINES TO OBTAIN, CONTINUOUSLY EFFECTIVE WITH RESPECT TO A HOLDER,
WHEN THE COMPANY HAS THE ABILITY TO REGISTER ITS SECURITIES ON FORM S-3, TO
CONVERT SUCH REGISTRATION STATEMENT INTO A REGISTRATION STATEMENT ON FORM S-3
AND TO KEEP SUCH CONVERTED REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE
(INCLUDING, FILING ANY NECESSARY POST-EFFECTIVE AMENDMENT TO THE REGISTRATION
STATEMENT) AND TO KEEP SUCH REGISTRATION STATEMENT
FREE OF ANY MATERIAL
MISSTATEMENTS OR OMISSIONS, UNTIL THE EARLIER OF THE FOLLOWING:
(I) THE SECOND
ANNIVERSARY OF THE CLOSING DATE, (II) THE DATE ON WHICH ALL SHARES HELD BY SUCH
HOLDER MAY BE SOLD UNDER RULE 144(K) OR (III) THE DATE THAT ALL OF THE SHARES
HAVE BEEN SOLD BY THE HOLDERS.
THE PERIOD OF TIME DURING WHICH THE COMPANY IS
REQUIRED HEREUNDER TO KEEP THE REGISTRATION STATEMENT EFFECTIVE IS REFERRED TO
HEREIN AS THE "REGISTRATION PERIOD."
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(B)
ADVISE THE HOLDERS:
(I)
WITHIN TWO BUSINESS DAYS WHEN THE REGISTRATION STATEMENT OR ANY
AMENDMENT THERETO HAS BEEN FILED WITH THE SEC AND WHEN THE REGISTRATION
STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO HAS BECOME EFFECTIVE;
(II)
WITHIN FIVE BUSINESS DAYS OF ANY REQUEST BY THE SEC FOLLOWING THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT FOR AMENDMENTS OR SUPPLEMENTS TO THE
REGISTRATION STATEMENT OR THE PROSPECTUS INCLUDED THEREIN OR FOR ADDITIONAL
INFORMATION;
(III)
WITHIN FIVE BUSINESS DAYS OF THE ISSUANCE BY THE SEC OF ANY STOP
ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT OR THE
INITIATION OF ANY PROCEEDINGS FOR SUCH PURPOSE;
(IV)
WITHIN FIVE BUSINESS DAYS OF THE RECEIPT