UPON EXECUTION OF A CUSTOMARY CONFIDENTIALITY AGREEMENT, THE
ISSUER WILL MAKE AVAILABLE FOR INSPECTION BY ANY HOLDER OF REGISTRABLE SHARES
COVERED BY A REGISTRATION STATEMENT, ANY HEDGING COUNTERPARTY IN CONNECTION WITH
ANY HEDGING TRANSACTION, ANY UNDERWRITER PARTICIPATING IN AN UNDERWRITTEN
OFFERING PURSUANT TO THE REGISTRATION STATEMENT, SPECIAL COUNSEL, AND ANY
ATTORNEY, ACCOUNTANT OR OTHER PROFESSIONAL RETAINED BY ANY SUCH HOLDER, HEDGING
COUNTERPARTY OR UNDERWRITER (COLLECTIVELY, THE "INSPECTORS"), ALL FINANCIAL AND
OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE ISSUER
(COLLECTIVELY, THE "RECORDS") AND CAUSE THE ISSUER'S AND ITS SIGNIFICANT
SUBSIDIARIES' OFFICERS, DIRECTORS AND EMPLOYEES TO, AND SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE THE ISSUER'S INDEPENDENT ACCOUNTANTS TO, AS PROMPTLY
AS REASONABLY PRACTICABLE, SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY
INSPECTOR IN CONNECTION WITH SUCH REGISTRATION STATEMENT, HEDGING TRANSACTION OR
UNDERWRITTEN OFFERING, IN EACH CASE, TO THE EXTENT REASONABLY NECESSARY TO
ESTABLISH THE APPLICABLE PERSON'S DUE DILIGENCE DEFENSE UNDER U.S. SECURITIES
LAWS; PROVIDED THAT IN NO EVENT SHALL THE ISSUER BE REQUIRED TO MAKE AVAILABLE
TO THE HOLDERS ANY INFORMATION WHICH THE BOARD OF DIRECTORS IN ITS GOOD FAITH
JUDGMENT BELIEVES IS COMPETITIVELY SENSITIVE OR OTHERWISE IS CONFIDENTIAL.
THE
INSPECTORS SHALL COORDINATE WITH ONE ANOTHER SO THAT THE INSPECTION PERMITTED
HEREUNDER WILL NOT UNNECESSARILY INTERFERE WITH THE ISSUER'S CONDUCT OF
BUSINESS.
IN ANY EVENT, RECORDS WHICH THE ISSUER DETERMINES, IN GOOD FAITH, TO
BE CONFIDENTIAL AND WHICH IT NOTIFIES OR OTHERWISE IDENTIFIES IN WRITING TO THE
INSPECTORS ARE CONFIDENTIAL SHALL NOT BE DISCLOSED BY THE INSPECTORS UNLESS (AND
ONLY TO THE EXTENT THAT) (I) THE DISCLOSURE OF SUCH RECORDS IS NECESSARY TO
PERMIT A HOLDER TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR (II) THE RELEASE
OF SUCH RECORDS IS ORDERED PURSUANT TO A SUBPOENA OR OTHER ORDER FROM A COURT OF
COMPETENT JURISDICTION.
EACH HOLDER AGREES THAT INFORMATION OBTAINED BY IT AS A
RESULT OF SUCH INSPECTIONS SHALL BE DEEMED CONFIDENTIAL AND SHALL NOT BE USED BY
IT AS THE BASIS FOR ANY MARKET TRANSACTIONS IN THE SECURITIES OF THE ISSUER OR
ITS AFFILIATES UNLESS AND UNTIL SUCH IS MADE GENERALLY AVAILABLE TO THE PUBLIC
BY THE ISSUER OR SUCH AFFILIATE OR FOR ANY REASON NOT RELATED TO THE
REGISTRATION OF REGISTRABLE SECURITIES.
EACH HOLDER FURTHER AGREES THAT IT
WILL, UPON LEARNING THAT DISCLOSURE OF SUCH RECORDS IS SOUGHT IN A COURT OF
COMPETENT JURISDICTION, CAUSE
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THE LEAD HOLDER TO GIVE NOTICE TO THE ISSUER AND ALLOW THE ISSUER, AT ITS
EXPENSE, TO UNDERTAKE APPROPRIATE ACTION TO PREVENT DISCLOSURE OF THE RECORDS
DEEMED CONFIDENTIAL.
(I)
THE ISSUER WILL OTHERWISE USE COMMERCIALLY REASONABLE
EFFORTS (I) TO COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC TO
THE EXTENT NECESSARY TO PERMIT IT TO LAWFULLY FULFILL ITS OBLIGATIONS UNDER THIS
AGREEMENT, AND (II) TO MAKE AVAILABLE TO ITS SECURITY HOLDERS, AS PROMPTLY AS
REASONABLY PRACTICABLE, AN EARNINGS STATEMENT COVERING A PERIOD OF 12 MONTHS,
BEGINNING UPON THE FIRST DISPOSITION OF REGISTRABLE SHARES PURSUANT TO A
REGISTRATION STATEMENT, WHICH EARNINGS STATEMENT SHALL SATISFY THE PROVISIONS OF
SECTION 11(A)