THE SEC THAT MAY AT ANY TIME PERMIT THE INVESTOR TO SELL SHARES TO
THE PUBLIC WITHOUT REGISTRATION, THE COMPANY COVENANTS AND AGREES TO:
(I) MAKE
AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE UNDERSTOOD AND DEFINED
IN RULE 144, UNTIL THE EARLIER OF (A) SUCH DATE AS ALL OF THE INVESTOR'S SHARES
MAY BE RESOLD PURSUANT TO RULE 144(K) OR ANY OTHER RULE OF SIMILAR EFFECT,
(B) SUCH DATE AS ALL OF THE INVESTOR'S SHARES SHALL HAVE BEEN RESOLD, OR
(C) SUCH DATE AS THE REGISTRATION
D-10
STATEMENT HAS BEEN FILED, DECLARED EFFECTIVE AND CEASED TO BE EFFECTIVE
IN
ACCORDANCE WITH SECTION 6.1(A)(III); (II) FILE WITH THE SEC IN A TIMELY MANNER
ALL REPORTS AND OTHER DOCUMENTS REQUIRED OF THE COMPANY UNDER THE SECURITIES ACT
AND UNDER THE EXCHANGE ACT; AND (III) FURNISH TO THE INVESTOR UPON REQUEST, AS
LONG AS THE INVESTOR OWNS ANY SHARES, (A) A COPY OF THE COMPANY'S MOST RECENT
ANNUAL REPORT ON FORM 10-K OR QUARTERLY REPORT ON FORM 10-Q, AND (B) SUCH OTHER
INFORMATION AS MAY BE REASONABLY REQUESTED IN ORDER TO AVAIL THE INVESTOR OF ANY
RULE OR REGULATION OF THE SEC THAT PERMITS THE SELLING OF ANY SUCH SHARES
WITHOUT REGISTRATION.
(C)
IT SHALL BE A CONDITION PRECEDENT TO THE
OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION PURSUANT TO THIS SECTION 6.1 THAT
THE INVESTOR SHALL FURNISH TO THE COMPANY SUCH INFORMATION REGARDING ITSELF, THE
SHARES TO BE SOLD BY THE INVESTOR, AND THE INTENDED METHOD OF DISPOSITION OF
SUCH SHARES AS SHALL BE REQUIRED TO EFFECT THE REGISTRATION OF THE RESALE OF THE
SHARES.
(D)
NOTWITHSTANDING THE FOREGOING PARAGRAPHS OF
THIS SECTION 6.1, IF, IN THE GOOD FAITH JUDGMENT OF THE BOARD OF DIRECTORS OF
THE COMPANY (THE "BOARD") AND REFLECTED IN A FORMAL RESOLUTION OF THE BOARD, THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT COVERING THE SHARES WOULD BE
DETRIMENTAL TO THE COMPANY, AND THE BOARD CONCLUDES, AS A RESULT, THAT IT IS IN
THE BEST INTERESTS OF THE COMPANY TO DEFER THE COMPANY'S REQUEST THAT THE
REGISTRATION STATEMENT BE DECLARED EFFECTIVE AT SUCH TIME, THEN THE COMPANY MAY
DEFER ITS REQUEST THAT THE REGISTRATION STATEMENT BE DECLARED EFFECTIVE;
PROVIDED, HOWEVER, THAT THE COMPANY MAY NOT DEFER EFFECTIVENESS OF THE
REGISTRATION STATEMENT PURSUANT TO THIS PARAGRAPH 6.1(D) FOR MORE THAN THIRTY
(30) CONSECUTIVE DAYS.
6.2
TRANSFER OF SHARES AFTER REGISTRATION;
SUSPENSION.
(A)
THE INVESTOR AGREES THAT IT WILL NOT EFFECT
ANY DISPOSITION OF THE SHARES OR ITS RIGHT TO PURCHASE THE SHARES THAT WOULD
CONSTITUTE A SALE WITHIN THE MEANING OF THE SECURITIES ACT OTHER THAN
TRANSACTIONS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
EXCEPT AS CONTEMPLATED IN THE REGISTRATION STATEMENT REFERRED TO IN SECTION 6.1
AND AS DESCRIBED BELOW, AND THAT IT WILL PROMPTLY NOTIFY THE COMPANY OF ANY
CHANGES IN THE INFORMATION SET FORTH IN THE REGISTRATION STATEMENT REGARDING THE
INVESTOR OR ITS PLAN OF DISTRIBUTION.
(B)
EXCEPT IN THE EVENT THAT PARAGRAPH
(C) BELOW APPLIES, THE COMPANY SHALL: (I) IF DEEMED NECESSARY