OR
ANY SUCH REPRESENTATIVE, ADVISOR OR 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 PURCHASER AND SUCH
REPRESENTATIVES, ADVISORS
5
AND UNDERWRITERS AND THEIR RESPECTIVE ACCOUNTANTS AND ATTORNEYS TO CONDUCT
INITIAL AND ONGOING DUE DILIGENCE WITH RESPECT TO THE COMPANY AND THE ACCURACY
OF SUCH REGISTRATION STATEMENT.
The Company shall not disclose material nonpublic information to the Purchaser,
or to advisors to or representatives of the Purchaser, unless prior to
disclosure of such information the Company identifies such information as being
material nonpublic information and provides the Purchaser, such advisors and
representatives with the opportunity to accept or refuse to accept such material
nonpublic information for review.
5.
OBLIGATIONS OF THE PURCHASER.
(A)
PURCHASER SHALL FURNISH IN WRITING TO THE
COMPANY SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES HELD BY IT
AND THE INTENDED METHOD OF DISPOSITION OF THE REGISTRABLE SECURITIES HELD BY IT,
AS SHALL BE REASONABLY REQUIRED TO EFFECT THE REGISTRATION OF SUCH REGISTRABLE
SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN CONNECTION WITH SUCH REGISTRATION
AS THE COMPANY MAY REASONABLY REQUEST.
AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO
THE FIRST ANTICIPATED FILING DATE OF ANY REGISTRATION STATEMENT, THE COMPANY
SHALL NOTIFY PURCHASER OF THE INFORMATION THE COMPANY REQUIRES FROM PURCHASER IF
PURCHASER ELECTS TO HAVE ANY OF THE REGISTRABLE SECURITIES INCLUDED IN THE
REGISTRATION STATEMENT.
PURCHASER SHALL PROVIDE SUCH INFORMATION TO THE COMPANY
AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE FIRST ANTICIPATED FILING DATE OF
SUCH REGISTRATION STATEMENT IF PURCHASER ELECTS TO HAVE ANY OF THE REGISTRABLE
SECURITIES INCLUDED IN THE REGISTRATION STATEMENT.
(B)
PURCHASER, BY ITS ACCEPTANCE OF THE
REGISTRABLE SECURITIES, AGREES TO COOPERATE WITH THE COMPANY AS REASONABLY
REQUESTED BY THE COMPANY IN CONNECTION WITH THE PREPARATION AND FILING OF A
REGISTRATION STATEMENT HEREUNDER, UNLESS PURCHASER HAS NOTIFIED THE COMPANY IN
WRITING OF ITS ELECTION TO EXCLUDE ALL OF ITS REGISTRABLE SECURITIES FROM SUCH
REGISTRATION STATEMENT.
(C)
IN THE EVENT THE COMPANY, AT THE REQUEST OF
THE PURCHASER, DETERMINES TO ENGAGE THE SERVICES OF AN UNDERWRITER, PURCHASER
AGREES TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING
AGREEMENT, IN USUAL AND CUSTOMARY FORM, INCLUDING, WITHOUT LIMITATION, CUSTOMARY
INDEMNIFICATION AND CONTRIBUTION OBLIGATIONS, WITH THE MANAGING UNDERWRITER OF
SUCH OFFERING AND TAKE SUCH OTHER ACTIONS AS ARE REASONABLY REQUIRED IN ORDER TO
EXPEDITE OR FACILITATE THE DISPOSITIONS OF THE REGISTRABLE SECURITIES.
(D)
PURCHASER AGREES THAT, UPON RECEIPT OF ANY
NOTICE FROM THE COMPANY OF EITHER (A) THE COMMENCEMENT OF AN ALLOWED DELAY
PURSUANT TO SECTION 2(C)(II) OR (B) THE HAPPENING OF AN EVENT PURSUANT TO
SECTION 3(J) HEREOF, PURCHASER WILL IMMEDIATELY DISCONTINUE DISPOSITION OF
REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT COVERING SUCH
REGISTRABLE SECURITIES, UNTIL THE PURCHASER'S RECEIPT OF THE COPIES OF THE
SUPPLEMENTED OR AMENDED PROSPECTUS FILED WITH THE SEC