THE UNDERWRITERS MANAGING SUCH OFFERING MAY REASONABLY REQUEST);
(I)
MAKE AVAILABLE FOR INSPECTION BY ANY SELLER OF REGISTRABLE SECURITIES, ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH REGISTRATION
STATEMENT AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY ANY SUCH
SELLER OR UNDERWRITER, ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE
DOCUMENTS AND PROPERTIES OF THE COMPANY, AND CAUSE THE COMPANY'S OFFICERS,
DIRECTORS, EMPLOYEES AND INDEPENDENT ACCOUNTANTS TO SUPPLY ALL INFORMATION
REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER, ATTORNEY, ACCOUNTANT OR
AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT (UNLESS THE COMPANY CAN
DEMONSTRATE THAT SUCH PERSON ALREADY POSSESSES THE REQUESTED INFORMATION);
(J)
OTHERWISE USE ITS BEST EFFORTS TO COMPLY WITH ALL APPLICABLE RULES AND
REGULATIONS OF THE SEC, AND MAKE AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS
REASONABLY PRACTICABLE, AN EARNINGS STATEMENT COVERING THE PERIOD OF AT LEAST
TWELVE MONTHS BEGINNING WITH THE FIRST DAY OF THE COMPANY'S FIRST FULL CALENDAR
QUARTER AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT, WHICH EARNINGS
STATEMENT SHALL SATISFY THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT
AND RULE 158 THEREUNDER;
(K)
PERMIT ANY HOLDER OF REGISTRABLE SECURITIES WHICH HOLDER, IN ITS SOLE AND
EXCLUSIVE JUDGMENT, MIGHT BE DEEMED TO BE AN UNDERWRITER OR A CONTROLLING PERSON
OF THE COMPANY, TO PARTICIPATE IN THE PREPARATION OF SUCH REGISTRATION OR
COMPARABLE STATEMENT AND TO REQUIRE THE INSERTION THEREIN OF MATERIAL, FURNISHED
TO THE COMPANY IN WRITING IN A TIMELY MANNER, WHICH IN THE REASONABLE JUDGMENT
OF SUCH HOLDER AND ITS COUNSEL SHOULD BE INCLUDED;
(L)
IN THE EVENT OF THE ISSUANCE OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS
OF A REGISTRATION STATEMENT, OR OF ANY ORDER SUSPENDING OR PREVENTING THE USE OF
ANY RELATED PROSPECTUS OR SUSPENDING THE QUALIFICATION OF ANY COMMON STOCK
INCLUDED IN SUCH REGISTRATION STATEMENT FOR SALE IN ANY JURISDICTION, THE
COMPANY SHALL USE ITS REASONABLE EFFORTS PROMPTLY TO OBTAIN THE WITHDRAWAL OF
SUCH ORDER;
(M)
USE ITS REASONABLE EFFORTS TO CAUSE SUCH REGISTRABLE SECURITIES COVERED BY
SUCH REGISTRATION STATEMENT TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER
GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE NECESSARY TO ENABLE THE SELLERS
THEREOF TO CONSUMMATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES; AND
(N)
IN THE CASE OF AN UNDERWRITTEN OFFERING, USE REASONABLE EFFORTS TO OBTAIN A
COLD COMFORT LETTER FROM THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS IN
CUSTOMARY FORM AND COVERING SUCH MATTERS OF THE TYPE CUSTOMARILY COVERED BY COLD
COMFORT LETTERS AS THE HOLDERS OF AT LEAST A MAJORITY OF THE REGISTRABLE
SECURITIES BEING SOLD REASONABLY REQUEST.
8
5.
REGISTRATION EXPENSES.
(A)
ALL EXPENSES INCIDENT TO THE COMPANY'S PERFORMANCE OF OR COMPLIANCE WITH
THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ALL REGISTRATION AND FILING FEES,
FEES AND EXPENSES OF COMPLIANCE WITH SECURITIES OR BLUE SKY LAWS, PRINTING
EXPENSES, MESSENGER AND DELIVERY EXPENSES, FEES AND DISBURSEMENTS OF CUSTODIANS,
AND FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND, TO THE EXTENT
PROVIDED IN SECTION 5(B), FEES AND DISBURSEMENTS OF COUNSEL FOR ANY HOLDER OF
REGISTRABLE SECURITIES AND ALL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
UNDERWRITERS