REGISTRABLE SECURITIES (WITH COPIES TO ANY INVESTOR WHOSE
REGISTRABLE SECURITIES ARE INCLUDED
7
IN SUCH REGISTRATION STATEMENT), AN OPINION OF SUCH COUNSEL IN THE FORM ATTACHED
HERETO AS EXHIBIT A.
(M)
AT THE REQUEST OF ANY INVESTOR, THE COMPANY
SHALL PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS (INCLUDING POST-EFFECTIVE
AMENDMENTS) AND SUPPLEMENTS TO ANY REGISTRATION STATEMENT REQUIRED TO BE FILED
HEREUNDER AND THE PROSPECTUS USED IN CONNECTION WITH SUCH REGISTRATION STATEMENT
AS MAY BE NECESSARY IN ORDER TO CHANGE THE PLAN OF DISTRIBUTION SET FORTH IN
SUCH REGISTRATION STATEMENT.
(N)
THE COMPANY SHALL COMPLY WITH ALL APPLICABLE
LAWS RELATED TO A REGISTRATION STATEMENT AND OFFERING AND SALE OF SECURITIES AND
ALL APPLICABLE RULES AND REGULATIONS OF GOVERNMENTAL AUTHORITIES IN CONNECTION
THEREWITH (INCLUDING, WITHOUT LIMITATION, THE SECURITIES ACT AND THE EXCHANGE
ACT AND THE RULES AND REGULATIONS THEREUNDER PROMULGATED BY THE SEC).
(O)
FROM AND AFTER THE DATE OF THIS AGREEMENT,
THE COMPANY SHALL NOT, AND SHALL NOT AGREE TO, ALLOW THE HOLDERS OF ANY
SECURITIES OF THE COMPANY TO INCLUDE ANY OF THEIR SECURITIES THAT ARE NOT
REGISTRABLE SECURITIES IN THE REGISTRATION STATEMENT REQUIRED TO BE FILED
PURSUANT TO SECTION 2(A) OR 3(B) HEREOF WITHOUT THE CONSENT OF THE HOLDERS OF A
MAJORITY IN INTEREST OF THE REGISTRABLE SECURITIES.
(P)
THE COMPANY SHALL MAKE AVAILABLE FOR
INSPECTION BY (I) EACH INVESTOR, (II) ANY UNDERWRITER PARTICIPATING IN ANY
DISPOSITION PURSUANT TO ANY REGISTRATION STATEMENT, (III) ONE FIRM OF ATTORNEYS
AND ONE FIRM OF ACCOUNTANTS OR OTHER AGENTS RETAINED BY THE INVESTORS, AND (IV)
ONE FIRM OF ATTORNEYS RETAINED BY ALL SUCH UNDERWRITERS (COLLECTIVELY, THE
"INSPECTORS") ALL PERTINENT FINANCIAL AND OTHER RECORDS, AND PERTINENT CORPORATE
DOCUMENTS AND PROPERTIES OF THE COMPANY (COLLECTIVELY, THE "RECORDS"), AS SHALL
BE REASONABLY DEEMED NECESSARY BY EACH INSPECTOR TO ENABLE SUCH INSPECTOR TO
EXERCISE ITS DUE DILIGENCE RESPONSIBILITY, AND CAUSE THE COMPANY'S OFFICERS,
DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION WHICH ANY INSPECTOR MAY
REASONABLY REQUEST FOR PURPOSES OF SUCH DUE DILIGENCE; PROVIDED, HOWEVER, THAT
EACH INSPECTOR SHALL HOLD IN CONFIDENCE AND SHALL NOT MAKE ANY DISCLOSURE
(EXCEPT TO AN INVESTOR) OF ANY RECORD OR OTHER INFORMATION WHICH THE COMPANY
DETERMINES IN GOOD FAITH TO BE CONFIDENTIAL, AND OF WHICH DETERMINATION THE
INSPECTORS ARE SO NOTIFIED, UNLESS (A) THE DISCLOSURE OF SUCH RECORDS IS
NECESSARY TO AVOID OR CORRECT A MISSTATEMENT OR OMISSION IN ANY REGISTRATION
STATEMENT, (B) THE RELEASE OF SUCH RECORDS IS ORDERED PURSUANT TO A SUBPOENA OR
OTHER ORDER FROM A COURT OR GOVERNMENT BODY OF COMPETENT JURISDICTION (PROVIDED,
THAT PRIOR TO RELEASING SUCH RECORDS PURSUANT TO SUCH ORDER, SUCH INSPECTOR MUST
PROVIDE AT LEAST FIVE DAYS' PRIOR WRITTEN NOTICE OF SUCH ORDER TO THE COMPANY),
OR (C) THE INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS OR ANY OTHER AGREEMENT.
NOTHING HEREIN SHALL BE DEEMED TO LIMIT ANY INVESTOR'S ABILITY TO SELL
REGISTRABLE SECURITIES IN A MANNER THAT IS OTHERWISE CONSISTENT WITH APPLICABLE
LAWS AND REGULATIONS.
(Q)
IN THE