THE PUBLIC WITHOUT REGISTRATION OR PURSUANT TO A REGISTRATION
STATEMENT, THE COMPANY AGREES TO:
(A)
USE ITS REASONABLE BEST EFFORTS TO MAKE AND KEEP PUBLIC
INFORMATION AVAILABLE, AS THOSE TERMS ARE UNDERSTOOD AND DEFINED IN SEC
RULE 144, AT ALL TIMES SO LONG AS THE COMPANY REMAINS SUBJECT TO THE PERIODIC
REPORTING REQUIREMENTS UNDER SECTIONS 13 OR 15(D) OF THE EXCHANGE ACT;
(B)
USE ITS REASONABLE BEST EFFORTS TO TAKE SUCH ACTION AS IS
NECESSARY TO ENABLE IFC TO UTILIZE FORM S-1 OR SUCH OTHER REGISTRATION STATEMENT
FORM AS MAY BE APPLICABLE FOR THE SALE OF ITS SHARES;
(C)
USE ITS REASONABLE BEST EFFORTS TO FILE WITH THE SEC IN A TIMELY
MANNER ALL REPORTS AND OTHER DOCUMENTS REQUIRED OF THE COMPANY UNDER THE
SECURITIES ACT AND THE EXCHANGE ACT; AND
(D)
FURNISH TO IFC, SO LONG AS IFC OWNS ANY SHARES, FORTHWITH UPON
REQUEST (I) A WRITTEN STATEMENT BY THE COMPANY THAT IT HAS COMPLIED WITH THE
REPORTING REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT, OR THAT IT
QUALIFIES AS A REGISTRANT WHOSE SECURITIES MAY BE RESOLD PURSUANT TO FORM S-1
(OR SUCH OTHER FORM AS THE COMPANY IS THEN ELIGIBLE TO USE), (II) A COPY OF THE
MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY AND SUCH OTHER REPORTS AND
DOCUMENTS SO FILED BY THE COMPANY, AND (III) SUCH OTHER INFORMATION AS MAY BE
15
REASONABLY REQUESTED IN AVAILING IFC OF ANY RULE OR REGULATION OF THE SEC WHICH
PERMITS THE SELLING OF ANY SUCH SECURITIES WITHOUT REGISTRATION OR PURSUANT TO
SUCH FORM.
5.6
PREEMPTIVE RIGHT.
IFC SHALL HAVE THE RIGHT TO PURCHASE ITS PRO
RATA SHARE OF NEW SECURITIES (AS DEFINED IN THIS SECTION 5.6) WHICH THE COMPANY
MAY, FROM TIME TO TIME, PROPOSE TO SELL AND ISSUE.
IFC'S PRO RATA SHARE, FOR
PURPOSES OF THIS RIGHT, IS THE RATIO OF THE COMMON STOCK AND STOCK EQUIVALENTS
OWNED BY IT IMMEDIATELY PRIOR TO THE ISSUANCE OF NEW SECURITIES TO ALL COMMON
STOCK AND STOCK EQUIVALENTS OUTSTANDING IMMEDIATELY PRIOR TO THE ISSUANCE OF NEW
SECURITIES.
THIS PRE-EMPTIVE RIGHT SHALL BE SUBJECT TO THE FOLLOWING
PROVISIONS:
(A)
"NEW SECURITIES" SHALL MEAN ANY COMMON STOCK OR STOCK EQUIVALENTS
OF THE COMPANY WHETHER NOW AUTHORIZED OR NOT, AND SECURITIES OF ANY TYPE
WHATSOEVER THAT ARE, OR MAY BECOME, CONVERTIBLE INTO, OR EXCHANGEABLE OR
EXERCISABLE FOR, COMMON STOCK OR STOCK EQUIVALENTS; PROVIDED THAT THE TERM "NEW
SECURITIES" DOES NOT INCLUDE: (I) THE SHARES AND ANY COMMON STOCK ISSUABLE UPON
CONVERSION, EXERCISE OR EXCHANGE OF STOCK EQUIVALENTS ISSUED AS OF THE DATE
HEREOF; (II) COMMON STOCK ISSUED OR ISSUABLE IN CONNECTION WITH ANY PRO RATA
STOCK SPLIT OR STOCK DIVIDEND OF THE COMPANY; (III) COMMON STOCK OR STOCK
EQUIVALENTS ISSUED PURSUANT TO THE ACQUISITION OF ANOTHER PERSON BY THE COMPANY
BY MERGER, PURCHASE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF SUCH PERSON OR
OTHER TRANSACTION WHEREBY THE COMPANY SHALL BECOME DIRECTLY OR INDIRECTLY THE
OWNER OF MORE THAN 50% OF THE VOTING POWER OF SUCH PERSON; OR