DUE DILIGENCE REVIEW; NON-DISCLOSURE OF NON-PUBLIC INFORMATION
SECTION 8.1.
DUE DILIGENCE REVIEW.
PRIOR TO
THE FILING OF THE REGISTRATION STATEMENT THE COMPANY SHALL MAKE AVAILABLE FOR
INSPECTION AND REVIEW BY THE INVESTOR, ITS ADVISORS AND REPRESENTATIVES, AND ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION OF THE REGISTRABLE SECURITIES ON
BEHALF OF THE INVESTOR PURSUANT TO THE REGISTRATION STATEMENT, ANY SUCH
REGISTRATION STATEMENT OR AMENDMENT OR SUPPLEMENT THERETO OR ANY BLUE SKY, NASD
OR OTHER FILING, ALL FINANCIAL AND OTHER RECORDS, ALL SEC DOCUMENTS AND OTHER
FILINGS WITH THE SEC, AND ALL OTHER CORPORATE DOCUMENTS AND PROPERTIES OF THE
COMPANY AS MAY BE REASONABLY NECESSARY FOR THE PURPOSE OF SUCH REVIEW, AND CAUSE
THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL SUCH INFORMATION
REASONABLY REQUESTED BY THE INVESTOR OR ANY SUCH REPRESENTATIVE, ADVISOR OR
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UNDERWRITER IN CONNECTION WITH SUCH REGISTRATION STATEMENT (INCLUDING, WITHOUT
LIMITATION, IN RESPONSE TO ALL QUESTIONS AND OTHER INQUIRIES REASONABLY MADE OR
SUBMITTED BY ANY OF THEM), PRIOR TO AND FROM TIME TO TIME AFTER THE FILING AND
EFFECTIVENESS OF THE REGISTRATION STATEMENT FOR THE SOLE PURPOSE OF ENABLING THE
INVESTOR AND SUCH REPRESENTATIVES, ADVISORS AND UNDERWRITERS AND THEIR
RESPECTIVE ACCOUNTANTS AND ATTORNEYS TO CONDUCT INITIAL AND ONGOING DUE
DILIGENCE WITH RESPECT TO THE COMPANY AND THE ACCURACY OF THE REGISTRATION
STATEMENT.
SECTION 8.2.
NON-DISCLOSURE OF NON-PUBLIC
INFORMATION.
(A)
THE COMPANY SHALL NOT DISCLOSE NON-PUBLIC
INFORMATION TO THE INVESTOR, ITS ADVISORS, OR ITS REPRESENTATIVES, UNLESS PRIOR
TO DISCLOSURE OF SUCH INFORMATION THE COMPANY IDENTIFIES SUCH INFORMATION AS
BEING NON-PUBLIC INFORMATION AND PROVIDES THE INVESTOR, SUCH ADVISORS AND
REPRESENTATIVES WITH THE OPPORTUNITY TO ACCEPT OR REFUSE TO ACCEPT SUCH
NON-PUBLIC INFORMATION FOR REVIEW.
THE COMPANY MAY, AS A CONDITION TO
DISCLOSING ANY NON-PUBLIC INFORMATION HEREUNDER, REQUIRE THE INVESTOR'S ADVISORS
AND REPRESENTATIVES TO ENTER INTO A CONFIDENTIALITY AGREEMENT IN FORM REASONABLY
SATISFACTORY TO THE COMPANY AND THE INVESTOR.
(B)
NOTHING HEREIN SHALL REQUIRE THE COMPANY TO
DISCLOSE NON-PUBLIC INFORMATION TO THE INVESTOR OR ITS ADVISORS OR
REPRESENTATIVES, AND THE COMPANY REPRESENTS THAT IT DOES NOT DISSEMINATE
NON-PUBLIC INFORMATION TO ANY INVESTORS WHO PURCHASE STOCK IN THE COMPANY IN A
PUBLIC OFFERING, TO MONEY MANAGERS OR TO SECURITIES ANALYSTS, PROVIDED, HOWEVER,
THAT NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE COMPANY WILL, AS
HEREINABOVE PROVIDED, IMMEDIATELY NOTIFY THE ADVISORS AND REPRESENTATIVES OF THE
INVESTOR AND, IF ANY, UNDERWRITERS, OF ANY EVENT OR THE EXISTENCE OF ANY
CIRCUMSTANCE (WITHOUT ANY OBLIGATION TO DISCLOSE THE SPECIFIC EVENT OR
CIRCUMSTANCE) OF WHICH IT BECOMES AWARE, CONSTITUTING NON-PUBLIC INFORMATION
(WHETHER OR NOT REQUESTED OF THE COMPANY SPECIFICALLY OR GENERALLY DURING THE
COURSE OF DUE DILIGENCE BY SUCH PERSONS OR ENTITIES), WHICH, IF NOT DISCLOSED IN
THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT WOULD CAUSE SUCH
PROSPECTUS TO INCLUDE A MATERIAL MISSTATEMENT OR TO OMIT A MATERIAL FACT
REQUIRED TO BE STATED THEREIN IN ORDER TO MAKE THE STATEMENTS, THEREIN, IN LIGHT
OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING.
NOTHING CONTAINED
IN THIS SECTION 8.2 SHALL BE CONSTRUED TO MEAN THAT SUCH