6.
REGISTRATION RIGHTS.
UNTIL THE EARLIER OF (I) THE DATE AS OF
WHICH THE PURCHASER MAY SELL ALL OF THE REGISTRABLE SECURITIES OWNED BY
PURCHASER WITHOUT RESTRICTION PURSUANT TO RULE 144 (INCLUDING, WITHOUT
LIMITATION, VOLUME RESTRICTIONS) AND WITHOUT THE NEED FOR CURRENT PUBLIC
INFORMATION REQUIRED BY RULE 144(C)(1) (OR RULE 144(I)(2), IF APPLICABLE) OR
(II) THE DATE ON WHICH THE PURCHASER SHALL HAVE SOLD ALL OF THE REGISTRABLE
SECURITIES OWNED BY PURCHASER (THE"REGISTRATION PERIOD"), THE HOLDERS OF A
MAJORITY OF THE PRINCIPAL AMOUNT OF THE DEBENTURES THEN OUTSTANDING MAY REQUEST
REGISTRATION UNDER THE SECURITIES ACT OF THE REGISTRABLE SECURITIES (AS DEFINED
BELOW). THE COMPANY SHALL CAUSE A REGISTRATION STATEMENT ON FORM S-1 (OR ANY
SUCCESSOR FORM) TO BE FILED WITHIN THIRTY (30) DAYS AFTER THE DATE ON WHICH SUCH
REQUEST IS MADE AND SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE SUCH
REGISTRATION STATEMENT TO BE DECLARED EFFECTIVE BY THE SEC. THE COMPANY MAY
POSTPONE OR WITHDRAW THE FILING OR THE EFFECTIVENESS OF A PIGGYBACK REGISTRATION
AT ANY TIME IN ITS SOLE DISCRETION AND/OR REDUCE THE AMOUNT OF SHARES TO BE
INCLUDED IN SUCH REGISTRATION AS A RESULT OF RULES, REGULATIONS, POSITIONS OR
RELEASES ISSUED OR ACTIONS TAKEN BY THE SEC PURSUANT TO ITS AUTHORITY WITH
RESPECT TO RULE 415, PROMULGATED BY THE SEC UNDER THE SECURITIES ACT. FOR
PURPOSES OF THIS SECTION 6, THE TERM "REGISTRABLE SECURITIES" MEANS (X) THE
SHARES, (Y) SHARES OF COMMON STOCK UNDERLYING THE DEBENTURES INCLUDING ANY
INTEREST THEREON, AND (Z) ANY CAPITAL STOCK OF THE COMPANY ISSUED OR ISSUABLE
WITH RESPECT TO THE SHARES OR THE DEBENTURES INCLUDING, WITHOUT LIMITATION, AS A
RESULT OF ANY STOCK SPLIT, STOCK DIVIDEND, RECAPITALIZATION, EXCHANGE OR SIMILAR
EVENT OR OTHERWISE.
7.
Confidentiality. Purchaser acknowledges and agrees that:
9
(A)
CERTAIN OF THE INFORMATION CONTAINED HEREIN IS OF A
CONFIDENTIAL NATURE AND MAY BE REGARDED AS MATERIAL NON-PUBLIC INFORMATION UNDER
REGULATION FD OF THE SECURITIES ACT.
(B)
THIS AGREEMENT HAS BEEN FURNISHED TO PURCHASER BY THE
COMPANY FOR THE SOLE PURPOSE OF ENABLING PURCHASER TO CONSIDER AND EVALUATE AN
INVESTMENT IN THE COMPANY, AND WILL BE KEPT CONFIDENTIAL BY PURCHASER AND NOT
USED FOR ANY OTHER PURPOSE.
(C)
THE EXISTENCE OF THIS AGREEMENT AND THE INFORMATION
CONTAINED HEREIN SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, BE
DISCLOSED BY PURCHASER TO ANY PERSON OR ENTITY, OTHER THAN PURCHASER'S PERSONAL
FINANCIAL AND LEGAL ADVISORS FOR THE SOLE PURPOSE OF EVALUATING AN INVESTMENT IN
THE COMPANY, AND PURCHASER WILL NOT, DIRECTLY OR INDIRECTLY, DISCLOSE OR PERMIT
PURCHASER'S PERSONAL FINANCIAL AND LEGAL ADVISORS TO DISCLOSE, ANY OF SUCH
INFORMATION WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
(D)
PURCHASER SHALL MAKE ITS REPRESENTATIVES AWARE OF THE TERMS
OF THIS SECTION 7 AND TO BE RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT BY SUCH
REPRESENTATIVES.
(E)
PURCHASER SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMPANY, DIRECTLY OR INDIRECTLY, MAKE ANY STATEMENTS, PUBLIC ANNOUNCEMENTS
OR RELEASE TO TRADE PUBLICATIONS OR THE PRESS WITH RESPECT TO THE CONTENTS OR
SUBJECT