THE COMPANY WILL COOPERATE WITH ANY
REASONABLE DUE DILIGENCE REVIEW CONDUCTED BY WM SMITH OR ITS AGENTS IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT
LIMITATION, PROVIDING INFORMATION AND MAKING AVAILABLE DOCUMENTS AND SENIOR
CORPORATE OFFICERS, DURING REGULAR BUSINESS HOURS AND AT THE COMPANY'S PRINCIPAL
OFFICES, AS WM SMITH MAY REASONABLY REQUEST.
(L)
REQUIRED FILINGS RELATING TO PLACEMENT OF PLACEMENT SHARES.
THE
COMPANY AGREES THAT ON SUCH DATES AS THE SECURITIES ACT SHALL REQUIRE, THE
COMPANY WILL (I) FILE A PROSPECTUS SUPPLEMENT WITH THE COMMISSION UNDER THE
APPLICABLE PARAGRAPH OF RULE 424(B) UNDER THE SECURITIES ACT (EACH AND EVERY
FILING UNDER RULE 424(B), A "FILING DATE"), WHICH PROSPECTUS SUPPLEMENT WILL SET
FORTH, WITHIN THE RELEVANT PERIOD, THE AMOUNT OF PLACEMENT SHARES SOLD THROUGH
WM SMITH, THE NET PROCEEDS TO THE COMPANY AND THE COMPENSATION PAYABLE BY THE
COMPANY TO WM SMITH WITH RESPECT TO SUCH PLACEMENT SHARES, AND (II) DELIVER SUCH
NUMBER OF COPIES OF EACH SUCH PROSPECTUS SUPPLEMENT TO EACH EXCHANGE OR MARKET
ON WHICH SUCH SALES WERE EFFECTED AS MAY BE REQUIRED BY THE RULES OR REGULATIONS
OF SUCH EXCHANGE OR MARKET.
(M)
REPRESENTATION DATES; CERTIFICATE.
DURING THE TERM OF THIS AGREEMENT, ON
THE DATE OF EACH PLACEMENT NOTICE GIVEN HEREUNDER AND EACH TIME THE COMPANY
(I) FILES THE PROSPECTUS RELATING TO THE PLACEMENT SHARES OR AMENDS OR
SUPPLEMENTS THE REGISTRATION STATEMENT OR THE PROSPECTUS RELATING TO THE
PLACEMENT SHARES (OTHER THAN A PROSPECTUS SUPPLEMENT FILED IN ACCORDANCE WITH
SECTION 7(L) OF THIS AGREEMENT) BY MEANS OF A POST-EFFECTIVE AMENDMENT, STICKER,
OR SUPPLEMENT BUT NOT BY MEANS OF INCORPORATION OF DOCUMENT(S) BY REFERENCE TO
THE REGISTRATION STATEMENT OR THE PROSPECTUS RELATING TO THE PLACEMENT SHARES;
(II) FILES AN ANNUAL REPORT ON FORM 10-K UNDER THE EXCHANGE ACT; (III) FILES ITS
QUARTERLY REPORTS ON FORM 10-Q UNDER THE EXCHANGE ACT; (IV) FILES A REPORT ON
FORM 8-K CONTAINING AMENDED FINANCIAL INFORMATION (OTHER THAN AN EARNINGS
RELEASE, TO "FURNISH" INFORMATION PURSUANT TO ITEMS 2.02 OR 7.01 OF FORM 8-K OR
TO PROVIDE DISCLOSURE PURSUANT TO ITEM 8.01 OF FORM 8-K RELATING TO THE
RECLASSIFICATIONS OF CERTAIN PROPERTIES AS DISCONTINUED OPERATIONS IN ACCORDANCE
WITH STATEMENT OF FINANCIAL ACCOUNTING STANDARDS NO. 144) UNDER THE EXCHANGE ACT
OR (V) FILES A FORM 8-K UNDER THE EXCHANGE ACT FOR ANY OTHER PURPOSE (OTHER THAN
TO "FURNISH" INFORMATION PURSUANT TO ITEMS 2.02 OR 7.01 OF REVISED FORM 8-K)
(EACH DATE OF FILING OF ONE OR MORE OF THE DOCUMENTS REFERRED TO IN CLAUSES
(I) THROUGH (V) SHALL BE A "REPRESENTATION DATE"); THE COMPANY SHALL FURNISH WM
SMITH (BUT IN THE CASE OF CLAUSE (V) ABOVE ONLY IF WM SMITH REASONABLY
DETERMINES THAT THE INFORMATION CONTAINED IN SUCH FORM 8-K IS MATERIAL) WITH A
CERTIFICATE, IN THE FORM ATTACHED HERETO AS EXHIBIT 7(M).
THE REQUIREMENT TO
PROVIDE A CERTIFICATE UNDER THIS SECTION 7(M) SHALL BE WAIVED FOR ANY
REPRESENTATION DATE OCCURRING AT A TIME AT WHICH NO PLACEMENT NOTICE IS PENDING,
WHICH WAIVER SHALL CONTINUE UNTIL THE EARLIER TO OCCUR OF THE DATE THE COMPANY