THE CONFIDENTIALITY AGREEMENT,
DATED AS OF JULY 28, 2008 (THE "CONFIDENTIALITY AGREEMENT"), AND THAT IT SHALL
ABIDE BY SUCH TERMS AS IF IT WERE CAP (AS DEFINED THEREIN) WITH RESPECT THERETO.
SECTION 6
PRIVATE PLACEMENT OF THE SHARES; REGISTRATION RIGHTS
6.1
SECURITIES ACT EXEMPTION.
IT IS INTENDED THAT THE COMPANY COMMON
STOCK TO BE ISSUED PURSUANT TO THIS AGREEMENT WILL NOT BE REGISTERED UNDER THE
ACT IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SECTION 5
OF THE ACT SET FORTH IN SECTION 4(2) AND REGULATION D UNDER THE ACT.
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6.2
REGISTRATION STATEMENT.
THE COMPANY SHALL AS PROMPTLY AS
PRACTICABLE, BUT IN ANY EVENT WITHIN TWENTY (20) BUSINESS DAYS AFTER THE CLOSING
DATE, FILE A "SHELF REGISTRATION STATEMENT" AS DEFINED UNDER RULE 405 OF THE ACT
ON FORM S-3 WITH THE SEC (THE "REGISTRATION STATEMENT") FOR PURPOSES OF
REGISTERING UNDER THE ACT THE RESALE OF THE SHARES.
6.3
CERTAIN REGISTRATION PROCEDURES.
IN CONNECTION WITH THE
REGISTRATION STATEMENT TO BE FILED BY THE COMPANY PURSUANT TO THIS AGREEMENT:
(A)
PURCHASER AGREES TO PROVIDE IN A TIMELY MANNER INFORMATION
REQUESTED BY THE COMPANY REGARDING THE PROPOSED DISTRIBUTION BY PURCHASER OF THE
SHARES AND ALL OTHER INFORMATION REASONABLY REQUESTED BY THE COMPANY IN
CONNECTION WITH THE PREPARATION OF SUCH REGISTRATION STATEMENT.
(B)
THE COMPANY WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE
THE REGISTRATION STATEMENT TO BECOME EFFECTIVE AND, SUBJECT TO SECTION 6.4
HEREOF, THE COMPANY WILL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND
SUPPLEMENTS TO THE REGISTRATION STATEMENT AND THE PROSPECTUS OR PROSPECTUS
SUPPLEMENT USED IN CONNECTION THEREWITH AS MAY BE NECESSARY (I) TO KEEP SUCH
REGISTRATION STATEMENT EFFECTIVE AND USABLE FOR RESALE OF THE SHARES FOR A
PERIOD FROM THE DATE OF ITS INITIAL EFFECTIVENESS UNTIL SUCH TIME AS THERE ARE
NO SUCH SHARES REMAINING (INCLUDING BY REFILING THE REGISTRATION STATEMENT (OR A
NEW REGISTRATION STATEMENT) IF THE INITIAL REGISTRATION STATEMENT EXPIRES AND
(II) TO COMPLY WITH THE PROVISIONS OF THE ACT WITH RESPECT TO THE DISPOSITION OF
THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, IN EACH CASE FOR SUCH
TIME AS IS CONTEMPLATED BY THIS SECTION 6.
IN THE EVENT THAT THE COMPANY IS A
WELL-KNOWN SEASONED ISSUER (AS DEFINED UNDER RULE 405 OF THE ACT) AT THE TIME OF
THE FILING OF THE REGISTRATION STATEMENT WITH THE SEC, SUCH REGISTRATION
STATEMENT SHALL BE DESIGNATED BY THE COMPANY AS AN AUTOMATIC REGISTRATION
STATEMENT.
(C)
THE COMPANY WILL FURNISH TO PURCHASER SUCH NUMBER OF COPIES OF THE
APPLICABLE REGISTRATION STATEMENT AND EACH SUCH AMENDMENT AND SUPPLEMENT THERETO
(INCLUDING IN EACH CASE ALL EXHIBITS) AND OF A PROSPECTUS, INCLUDING A
PRELIMINARY PROSPECTUS, IN CONFORMITY WITH THE REQUIREMENTS OF THE ACT, AND SUCH
OTHER DOCUMENTS AS THEY MAY REASONABLY REQUEST IN ORDER TO FACILITATE THE
DISPOSITION OF SHARES OWNED OR TO BE DISTRIBUTED BY THEM.
(D)
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO REGISTER AND
QUALIFY THE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT UNDER SUCH OTHER
SECURITIES OR "BLUE SKY" LAWS OF SUCH JURISDICTIONS AS