BY LAW.
3.7
REVIEW BY THE INVESTORS.
THE COMPANY WILL
PERMIT A SINGLE FIRM OF LEGAL COUNSEL, DESIGNATED BY THE INVESTORS WHO HOLD A
MAJORITY IN INTEREST OF THE REGISTRABLE SECURITIES BEING SOLD PURSUANT TO A
REGISTRATION STATEMENT ("INVESTOR'S COUNSEL"), TO REVIEW THE REGISTRATION
STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS THERETO (AS WELL AS ALL REQUESTS
FOR ACCELERATION OR EFFECTIVENESS THEREOF) A REASONABLE AMOUNT OF TIME (NOT TO
EXCEED THREE (3) DAYS) PRIOR TO THEIR FILING WITH THE SEC,
6
AND WILL NOT FILE ANY DOCUMENT IN A FORM TO WHICH SUCH COUNSEL REASONABLY
OBJECTS, UNLESS OTHERWISE REQUIRED BY LAW IN THE OPINION OF THE COMPANY'S
COUNSEL.
THE SECTIONS OF ANY SUCH REGISTRATION STATEMENT INCLUDING INFORMATION
WITH RESPECT TO THE INVESTORS, THE INVESTORS' BENEFICIAL OWNERSHIP OF SECURITIES
OF THE COMPANY OR THE INVESTORS' INTENDED METHOD OF DISPOSITION OF REGISTRABLE
SECURITIES MUST CONFORM TO THE INFORMATION PROVIDED TO THE COMPANY BY EACH OF
THE INVESTORS OR INVESTORS COUNSEL.
3.8
COMFORT LETTER; LEGAL OPINION.
AT THE
REQUEST OF THE INVESTORS WHO HOLD A MAJORITY IN INTEREST OF THE REGISTRABLE
SECURITIES BEING SOLD PURSUANT TO A REGISTRATION STATEMENT, AND ON THE DATE THAT
REGISTRABLE SECURITIES ARE DELIVERED TO AN UNDERWRITER FOR SALE IN CONNECTION
WITH THE REGISTRATION STATEMENT, THE COMPANY WILL FURNISH TO THE INVESTORS AND
THE UNDERWRITERS (I) A LETTER, DATED SUCH DATE, FROM THE COMPANY'S INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS, IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN BY
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN
PUBLIC OFFERING, ADDRESSED TO THE UNDERWRITERS; AND (II) AN OPINION, DATED SUCH
DATE, FROM COUNSEL REPRESENTING THE COMPANY FOR PURPOSES OF THE REGISTRATION
STATEMENT, IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN IN AN UNDERWRITTEN
PUBLIC OFFERING, ADDRESSED TO THE UNDERWRITERS AND INVESTORS.
3.9
DUE DILIGENCE; CONFIDENTIALITY.
(A)
THE COMPANY WILL MAKE AVAILABLE FOR
INSPECTION BY ANY INVESTOR WHOSE REGISTRABLE SECURITIES ARE BEING SOLD PURSUANT
TO A REGISTRATION STATEMENT, ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION
PURSUANT TO THE REGISTRATION STATEMENT, AND ANY ATTORNEY, ACCOUNTANT OR OTHER
AGENT RETAINED BY ANY SUCH INVESTOR OR UNDERWRITER (COLLECTIVELY, THE
"INSPECTORS"), ALL PERTINENT FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE
DOCUMENTS AND PROPERTIES OF THE COMPANY (COLLECTIVELY, THE "RECORDS"), AS EACH
INSPECTOR REASONABLY DEEMS NECESSARY TO ENABLE THE INSPECTOR TO EXERCISE ITS DUE
DILIGENCE RESPONSIBILITY.
THE COMPANY WILL CAUSE ITS OFFICERS, DIRECTORS AND
EMPLOYEES TO SUPPLY ALL INFORMATION THAT ANY INSPECTOR MAY REASONABLY REQUEST
FOR PURPOSES OF PERFORMING SUCH DUE DILIGENCE.
(B)
EACH INSPECTOR WILL HOLD IN CONFIDENCE, AND
WILL NOT MAKE ANY DISCLOSURE (EXCEPT TO AN INVESTOR) OF, ANY RECORDS OR OTHER
INFORMATION THAT THE COMPANY DETERMINES IN GOOD FAITH TO BE CONFIDENTIAL, AND OF
WHICH DETERMINATION THE INSPECTORS ARE SO NOTIFIED, UNLESS (I) THE DISCLOSURE OF
SUCH RECORDS IS NECESSARY TO AVOID OR CORRECT A MISSTATEMENT OR OMISSION IN ANY
REGISTRATION STATEMENT, (II) THE RELEASE OF SUCH RECORDS IS ORDERED PURSUANT TO
A SUBPOENA OR OTHER ORDER FROM A COURT OR GOVERNMENT BODY OF COMPETENT
JURISDICTION, (III) THE INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY