FILE ANY OTHER REQUIRED DOCUMENT SO THAT THE HOLDER
DELIVERING SUCH NOTICE AND QUESTIONNAIRE IS NAMED AS A SELLING SECURITYHOLDER IN
THE SHELF REGISTRATION STATEMENT AND THE RELATED PROSPECTUS IN SUCH A MANNER AS
TO PERMIT SUCH HOLDER TO DELIVER SUCH PROSPECTUS TO PURCHASERS OF THE
REGISTRABLE SECURITIES (SUBJECT TO THE RIGHTS OF THE COMPANY UNDER SECTION 3(B)
TO CREATE A DEFERRAL PERIOD) IN ACCORDANCE WITH APPLICABLE LAW AND, IF THE
COMPANY SHALL FILE A POST-EFFECTIVE AMENDMENT TO THE SHELF REGISTRATION
STATEMENT, USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE SUCH POST-EFFECTIVE
AMENDMENT TO BE DECLARED EFFECTIVE UNDER THE SECURITIES ACT AS PROMPTLY AS
REASONABLY PRACTICABLE, BUT IN ANY EVENT BY THE DATE (THE "AMENDMENT
EFFECTIVENESS DEADLINE DATE") THAT IS FORTY-FIVE (45) DAYS AFTER THE DATE SUCH
POST-EFFECTIVE AMENDMENT IS REQUIRED BY THIS CLAUSE TO BE FILED;
(II)
PROVIDE SUCH HOLDER COPIES OF ANY DOCUMENTS FILED PURSUANT TO
SECTION 2(D)(I); AND
5
(III)
NOTIFY SUCH HOLDER AS PROMPTLY AS PRACTICABLE AFTER THE
EFFECTIVENESS UNDER THE SECURITIES ACT OF ANY POST-EFFECTIVE AMENDMENT FILED
PURSUANT TO SECTION 2(D)(I); PROVIDED THAT IF SUCH NOTICE AND QUESTIONNAIRE IS
DELIVERED DURING A DEFERRAL PERIOD, THE COMPANY SHALL SO INFORM THE HOLDER
DELIVERING SUCH NOTICE AND QUESTIONNAIRE AND SHALL TAKE THE ACTIONS SET FORTH IN
CLAUSES (I) AND (II) ABOVE UPON EXPIRATION OF THE DEFERRAL PERIOD.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, (I) THE COMPANY SHALL
BE UNDER NO OBLIGATION TO NAME ANY HOLDER THAT HAS NOT DELIVERED A FULLY
COMPLETE AND LEGIBLE NOTICE AND QUESTIONNAIRE TO THE COMPANY, TOGETHER WITH SUCH
OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUEST, IN ACCORDANCE WITH THIS
SECTION 2(D) AND (II) THE AMENDMENT EFFECTIVENESS DEADLINE DATE SHALL BE
EXTENDED BY UP TO TEN (10) BUSINESS DAYS FROM THE EXPIRATION OF A DEFERRAL
PERIOD (AND THE COMPANY SHALL INCUR NO OBLIGATION TO PAY LIQUIDATED DAMAGES
DURING SUCH EXTENSION) IF SUCH DEFERRAL PERIOD SHALL BE IN EFFECT ON THE
AMENDMENT EFFECTIVENESS DEADLINE DATE.
3.
LIQUIDATED DAMAGES.
(A)
THE COMPANY AND THE INITIAL SHAREHOLDER AGREE THAT THE HOLDERS OF
REGISTRABLE SECURITIES WILL SUFFER DAMAGES IF THE COMPANY FAILS TO FULFILL ITS
OBLIGATIONS UNDER SECTION 2 HEREOF AND THAT IT WOULD NOT BE FEASIBLE TO
ASCERTAIN THE EXTENT OF SUCH DAMAGES WITH PRECISION.
ACCORDINGLY, THE COMPANY
AGREES TO PAY LIQUIDATED DAMAGES ON THE REGISTRABLE SECURITIES ("LIQUIDATED
DAMAGES") UNDER THE CIRCUMSTANCES AND TO THE EXTENT SET FORTH BELOW (EACH OF
WHICH SHALL BE GIVEN INDEPENDENT EFFECT; EACH A "REGISTRATION DEFAULT"):
(I)
IF THE INITIAL SHELF REGISTRATION IS NOT FILED ON OR PRIOR TO THE
FILING DATE, THEN COMMENCING ON THE DAY AFTER THE FILING DATE;
(II)
IF A SHELF REGISTRATION IS NOT DECLARED EFFECTIVE BY THE SEC ON
OR PRIOR TO THE EFFECTIVENESS DATE, THEN COMMENCING ON THE DAY AFTER THE
EFFECTIVENESS DATE;
(III)
IF A SHELF REGISTRATION HAS BEEN DECLARED EFFECTIVE AND SUCH
SHELF REGISTRATION CEASES TO BE EFFECTIVE AT ANY TIME DURING THE EFFECTIVENESS
PERIOD (OTHER THAN AS PERMITTED UNDER SECTION 3(B)), THEN COMMENCING ON THE DAY
AFTER THE DATE SUCH