PURSUANT TO SECTION 7(N).
(F)
COMFORT LETTER.
WM SMITH SHALL HAVE RECEIVED THE COMFORT LETTER
REQUIRED TO BE DELIVERED PURSUANT SECTION 7(O) ON OR BEFORE THE DATE ON WHICH
SUCH DELIVERY OF SUCH OPINION IS REQUIRED PURSUANT TO SECTION 7(O).
(G)
REPRESENTATION CERTIFICATE.
WM SMITH SHALL HAVE RECEIVED THE
CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 7(M) ON OR BEFORE THE
DATE ON WHICH DELIVERY OF SUCH CERTIFICATE IS REQUIRED PURSUANT TO SECTION 7(M).
(H)
NO SUSPENSION.
TRADING IN THE SHARES SHALL NOT HAVE BEEN SUSPENDED ON
THE EXCHANGE.
(I)
OTHER MATERIALS.
ON EACH DATE ON WHICH THE COMPANY IS REQUIRED TO
DELIVER A CERTIFICATE PURSUANT TO SECTION 7(M), THE COMPANY SHALL HAVE FURNISHED
TO WM SMITH SUCH APPROPRIATE FURTHER INFORMATION, CERTIFICATES AND DOCUMENTS AS
WM SMITH MAY REASONABLY REQUEST.
ALL SUCH OPINIONS, CERTIFICATES, LETTERS AND
OTHER DOCUMENTS WILL BE IN COMPLIANCE WITH THE PROVISIONS HEREOF.
THE COMPANY
WILL FURNISH WM SMITH WITH SUCH CONFORMED COPIES OF SUCH OPINIONS, CERTIFICATES,
LETTERS AND OTHER DOCUMENTS AS WM SMITH SHALL REASONABLY REQUEST.
(J)
SECURITIES ACT FILINGS MADE.
ALL FILINGS WITH THE COMMISSION REQUIRED
BY RULE 424 UNDER THE SECURITIES ACT TO HAVE BEEN FILED PRIOR TO THE ISSUANCE OF
ANY PLACEMENT NOTICE HEREUNDER SHALL HAVE BEEN MADE WITHIN THE APPLICABLE TIME
PERIOD PRESCRIBED FOR SUCH FILING BY RULE 424.
(K)
APPROVAL FOR LISTING.
THE PLACEMENT SHARES SHALL EITHER HAVE BEEN
APPROVED FOR LISTING ON THE EXCHANGE, SUBJECT ONLY TO NOTICE OF ISSUANCE, OR
(II) THE COMPANY SHALL HAVE FILED AN APPLICATION FOR LISTING OF THE PLACEMENT
SHARES ON THE EXCHANGE AT, OR PRIOR TO, THE ISSUANCE OF ANY PLACEMENT NOTICE.
(L)
NO TERMINATION EVENT.
THERE SHALL NOT HAVE OCCURRED ANY EVENT THAT
WOULD PERMIT WM SMITH TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 12(A).
10.
INDEMNIFICATION AND CONTRIBUTION.
(A)
COMPANY INDEMNIFICATION.
THE COMPANY AGREES TO INDEMNIFY AND HOLD
HARMLESS WM SMITH, THE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES AND AGENTS OF WM
SMITH AND EACH PERSON, IF ANY, WHO (I) CONTROLS WM SMITH WITHIN THE MEANING OF
SECTION 15 OF THE
24
SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT, OR (II) IS CONTROLLED BY OR IS
UNDER COMMON CONTROL WITH WM SMITH (A "WM SMITH AFFILIATE") FROM AND AGAINST ANY
AND ALL LOSSES, CLAIMS, LIABILITIES, EXPENSES AND DAMAGES (INCLUDING, BUT NOT
LIMITED TO, ANY AND ALL REASONABLE INVESTIGATIVE, LEGAL AND OTHER EXPENSES
INCURRED IN CONNECTION WITH, AND ANY AND ALL AMOUNTS PAID IN SETTLEMENT (IN
ACCORDANCE WITH SECTION 10(C)) OF, ANY ACTION, SUIT OR PROCEEDING BETWEEN ANY OF
THE INDEMNIFIED PARTIES AND ANY INDEMNIFYING PARTIES OR BETWEEN ANY INDEMNIFIED
PARTY AND ANY THIRD PARTY, OR OTHERWISE, OR ANY CLAIM ASSERTED), AS AND WHEN
INCURRED, TO WHICH WM SMITH, OR ANY SUCH PERSON, MAY BECOME SUBJECT UNDER THE
SECURITIES ACT, THE EXCHANGE ACT OR OTHER FEDERAL OR STATE STATUTORY LAW OR
REGULATION, AT COMMON LAW OR OTHERWISE, INSOFAR AS SUCH LOSSES, CLAIMS,
LIABILITIES, EXPENSES OR DAMAGES ARISE OUT OF OR ARE BASED, DIRECTLY OR
INDIRECTLY, ON (I) ANY UNTRUE STATEMENT OR