TO BE PAID BY
APPLICABLE LAW) TO THE HOLDER, ACCRUING DAILY FROM THE DATE SUCH PARTIAL
LIQUIDATED DAMAGES ARE DUE UNTIL SUCH AMOUNTS, PLUS ALL SUCH INTEREST THEREON,
ARE PAID IN FULL. THE PARTIAL LIQUIDATED DAMAGES PURSUANT TO THE TERMS HEREOF
SHALL APPLY ON A DAILY PRO-RATA BASIS FOR ANY PORTION OF A MONTH PRIOR TO THE
CURE OF AN EVENT.
4
3.
REGISTRATION PROCEDURES
In connection with the Company's registration obligations hereunder, the Company
shall:
(A)
NOT LESS THAN FIVE TRADING DAYS PRIOR TO
THE FILING OF EACH REGISTRATION STATEMENT AND NOT LESS THAN 1 TRADING DAY PRIOR
TO THE FILING OF ANY RELATED PROSPECTUS OR ANY AMENDMENT OR SUPPLEMENT THERETO
(INCLUDING ANY DOCUMENT THAT WOULD BE INCORPORATED OR DEEMED TO BE INCORPORATED
THEREIN BY REFERENCE), THE COMPANY SHALL, (I) FURNISH TO EACH HOLDER COPIES OF
ALL SUCH DOCUMENTS PROPOSED TO BE FILED, WHICH DOCUMENTS (OTHER THAN THOSE
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE) WILL BE SUBJECT TO THE
REVIEW OF SUCH HOLDERS, PROVIDED THAT AS TO ANY PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT, THE COMPANY SHALL ONLY BE
REQUIRED TO PROVIDE THE HOLDERS WITH COPIES OF SUCH DOCUMENTS PRIOR TO THE
FILING THEREOF TO THE EXTENT THAT SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT CONTAINS CHANGES TO THE SELLER STOCKHOLDER OR PLAN OF DISTRIBUTION
SECTIONS, AND (II) CAUSE ITS OFFICERS AND DIRECTORS, COUNSEL AND INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS TO RESPOND TO SUCH INQUIRIES AS SHALL BE NECESSARY,
IN THE REASONABLE OPINION OF RESPECTIVE COUNSEL TO EACH HOLDER, TO CONDUCT A
REASONABLE INVESTIGATION WITHIN THE MEANING OF THE SECURITIES ACT. THE COMPANY
SHALL NOT FILE A REGISTRATION STATEMENT OR ANY SUCH PROSPECTUS OR ANY AMENDMENTS
OR SUPPLEMENTS THERETO TO WHICH THE HOLDERS OF A MAJORITY OF THE REGISTRABLE
SECURITIES SHALL REASONABLY OBJECT IN GOOD FAITH, PROVIDED THAT, THE COMPANY IS
NOTIFIED OF SUCH OBJECTION IN WRITING NO LATER THAN 5 TRADING DAYS AFTER THE
HOLDERS HAVE BEEN SO FURNISHED COPIES OF A REGISTRATION STATEMENT OR 1 TRADING
DAY AFTER THE HOLDERS HAVE BEEN SO FURNISHED COPIES OF ANY RELATED PROSPECTUS OR
AMENDMENTS OR SUPPLEMENTS THERETO. EACH HOLDER AGREES TO FURNISH TO THE COMPANY
A COMPLETED QUESTIONNAIRE IN THE FORM ATTACHED TO THIS AGREEMENT AS ANNEX B (A
"SELLING SHAREHOLDER QUESTIONNAIRE") NOT LESS THAN THREE TRADING DAYS PRIOR TO
THE FILING DATE OR BY THE END OF THE THIRD TRADING DAY FOLLOWING THE DATE ON
WHICH SUCH HOLDER RECEIVES DRAFT MATERIALS IN ACCORDANCE WITH THIS SECTION.
(B)
(I) PREPARE AND FILE WITH THE COMMISSION
SUCH AMENDMENTS, INCLUDING POST-EFFECTIVE AMENDMENTS, TO A REGISTRATION
STATEMENT AND THE PROSPECTUS USED IN CONNECTION THEREWITH AS MAY BE NECESSARY TO
KEEP A REGISTRATION STATEMENT CONTINUOUSLY EFFECTIVE AS TO THE APPLICABLE
REGISTRABLE SECURITIES FOR THE EFFECTIVENESS PERIOD AND PREPARE AND FILE WITH
THE COMMISSION SUCH ADDITIONAL REGISTRATION STATEMENTS IN ORDER TO REGISTER FOR
RESALE UNDER THE SECURITIES ACT ALL OF THE REGISTRABLE SECURITIES; (II) CAUSE
THE RELATED PROSPECTUS TO BE AMENDED OR SUPPLEMENTED BY ANY REQUIRED PROSPECTUS
SUPPLEMENT (SUBJECT TO THE