AND OPPORTUNITY TO CORRECT OR
PREVENT SUCH ACTION.
(B)
THE COMPANY AND PURCHASER AGREE THAT IT WOULD NOT BE JUST AND
EQUITABLE IF CONTRIBUTION PURSUANT TO THIS SECTION 6.8 WERE DETERMINED BY PRO
RATA ALLOCATION OR BY ANY OTHER METHOD OF ALLOCATION WHICH DOES NOT TAKE ACCOUNT
OF THE EQUITABLE CONSIDERATIONS REFERRED TO IN SECTION 6.8(A).
THE AMOUNT PAID
OR PAYABLE BY AN INDEMNIFYING PARTY AS A RESULT OF THE LOSSES, CLAIMS, DAMAGES
OR LIABILITIES REFERRED TO IN SECTIONS 6.5 AND 6.6 HEREOF SHALL BE DEEMED TO
INCLUDE, SUBJECT TO THE LIMITATIONS SET FORTH ABOVE, ANY LEGAL OR OTHER EXPENSES
REASONABLY INCURRED BY THE INDEMNIFIED PARTY IN CONNECTION WITH INVESTIGATING OR
DEFENDING ANY SUCH ACTION OR CLAIM.
NO PERSON GUILTY OF FRAUDULENT
MISREPRESENTATION (WITHIN THE MEANING OF SECTION 11(F) OF THE ACT) SHALL BE
ENTITLED TO CONTRIBUTION FROM ANY PERSON WHO WAS NOT GUILTY OF SUCH FRAUDULENT
MISREPRESENTATION.
FOR PURPOSES OF THIS
19
SECTION 6.8, EACH PERSON, IF ANY, WHO CONTROLS PURCHASER WITHIN THE MEANING OF
SECTION 15 OF THE ACT SHALL HAVE THE SAME RIGHTS TO CONTRIBUTION AS PURCHASER,
AND EACH DIRECTOR OF THE COMPANY, EACH OFFICER OF THE COMPANY WHO SIGNED A
REGISTRATION STATEMENT AND EACH PERSON, IF ANY, WHO CONTROLS THE COMPANY WITHIN
THE MEANING OF SECTION 15 OF THE ACT SHALL HAVE THE SAME RIGHTS TO CONTRIBUTION
AS THE COMPANY.
6.9
RULE 144 REPORTING.
WITH A VIEW TO MAKING AVAILABLE TO PURCHASER
THE BENEFITS OF CERTAIN RULES AND REGULATIONS OF THE SEC WHICH MAY PERMIT THE
SALE OF THE SHARES TO THE PUBLIC WITHOUT REGISTRATION, THE COMPANY AGREES TO USE
ITS COMMERCIALLY REASONABLE EFFORTS TO:
(A)
MAKE AND KEEP PUBLIC INFORMATION AVAILABLE, AS THOSE TERMS ARE
UNDERSTOOD AND DEFINED IN RULE 144(C)(1) UNDER THE ACT OR ANY SIMILAR OR
ANALOGOUS RULE PROMULGATED UNDER THE ACT, AT ALL TIMES AFTER THE EFFECTIVE DATE
OF THIS AGREEMENT;
(B)
FILE WITH THE SEC, IN A TIMELY MANNER, ALL REPORTS AND OTHER
DOCUMENTS REQUIRED OF THE COMPANY UNDER THE EXCHANGE ACT; AND
(C)
SO LONG AS PURCHASER OWNS ANY SHARES, FURNISH TO PURCHASER
FORTHWITH UPON REQUEST: A WRITTEN STATEMENT BY THE COMPANY AS TO ITS COMPLIANCE
WITH THE REPORTING REQUIREMENTS OF RULE 144 UNDER THE ACT, AND OF THE EXCHANGE
ACT; A COPY OF THE MOST RECENT ANNUAL OR QUARTERLY REPORT OF THE COMPANY; AND
SUCH OTHER REPORTS AND DOCUMENTS AS PURCHASER MAY REASONABLY REQUEST IN AVAILING
ITSELF OF ANY RULE OR REGULATION OF THE SEC ALLOWING IT TO SELL ANY SUCH
SECURITIES WITHOUT REGISTRATION.
SECTION 7
ADDITIONAL COVENANTS
7.1
PREEMPTIVE RIGHTS.
(A)
COMPANY SALE OF COVERED SECURITIES.
IF THE COMPANY OFFERS TO SELL
COVERED SECURITIES (AS DEFINED BELOW) IN A PUBLIC OR PRIVATE OFFERING OF COVERED
SECURITIES SOLELY FOR CASH (A "QUALIFIED OFFERING"), PURCHASER SHALL BE AFFORDED
THE OPPORTUNITY TO ACQUIRE FROM THE COMPANY, FOR THE SAME PRICE AND ON THE SAME
TERMS AS SUCH COVERED SECURITIES ARE OFFERED, IN THE AGGREGATE UP TO THE AMOUNT
OF COVERED SECURITIES REQUIRED TO ENABLE IT TO MAINTAIN ITS THEN-CURRENT
PURCHASER