ANY SUCH INSPECTOR IN CONNECTION WITH ANY REGISTRATION
HEREUNDER, PROVIDED, HOWEVER, THAT (I) IN CONNECTION WITH ANY SUCH INSPECTION,
ANY SUCH INSPECTORS SHALL COOPERATE TO THE EXTENT REASONABLY PRACTICABLE TO
MINIMIZE ANY DISRUPTION TO THE OPERATION BY THE COMPANY OF ITS BUSINESS AND
SHALL COMPLY WITH ALL COMPANY SITE SAFETY RULES, (II) RECORDS AND INFORMATION
OBTAINED HEREUNDER SHALL BE USED BY SUCH INSPECTORS ONLY TO EXERCISE THEIR DUE
DILIGENCE RESPONSIBILITY AND (III) RECORDS OR INFORMATION FURNISHED OR MADE
AVAILABLE HEREUNDER SHALL BE KEPT CONFIDENTIAL AND SHALL NOT BE DISCLOSED BY
SUCH INVESTOR, UNDERWRITER OR INSPECTORS UNLESS (A) THE DISCLOSING PARTY ADVISES
THE OTHER PARTY THAT THE DISCLOSURE OF SUCH RECORDS OR INFORMATION IS NECESSARY
TO AVOID OR CORRECT A MISSTATEMENT OR OMISSION IN A REGISTRATION STATEMENT OR IS
OTHERWISE REQUIRED BY LAW, (B) THE RELEASE OF SUCH RECORDS OR INFORMATION IS
ORDERED PURSUANT TO A SUBPOENA OR OTHER ORDER FROM A COURT OR GOVERNMENTAL
AUTHORITY OF COMPETENT JURISDICTION, OR (C) SUCH RECORDS OR INFORMATION
OTHERWISE BECOME GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN THROUGH DISCLOSURE
BY SUCH INVESTOR, UNDERWRITER OR INSPECTOR IN BREACH HEREOF OR BY ANY PERSON IN
BREACH OF ANY OTHER CONFIDENTIALITY ARRANGEMENT.
(O)
USE ALL REASONABLE EFFORTS TO FURNISH TO EACH INVESTOR AND TO THE
MANAGING UNDERWRITER, IF ANY, A SIGNED COUNTERPART, ADDRESSED TO SUCH INVESTOR
AND THE MANAGING UNDERWRITER, IF ANY, OF (I) AN OPINION OR OPINIONS OF COUNSEL
TO THE COMPANY AND (II) A COMFORT LETTER OR COMFORT LETTERS FROM THE COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS PURSUANT TO STATEMENT ON AUDITING STANDARDS NO.
72, EACH IN CUSTOMARY FORM AND COVERING SUCH MATTERS OF THE TYPE CUSTOMARILY
COVERED BY OPINIONS OR COMFORT LETTERS, AS THE CASE MAY BE, AS EACH SUCH
INVESTOR AND THE MANAGING UNDERWRITER, IF ANY, REASONABLY REQUESTS.
(P)
IN CONNECTION WITH ANY REGISTRATION HEREUNDER, PROVIDE OFFICERS'
CERTIFICATES AND OTHER CUSTOMARY CLOSING DOCUMENTS.
(Q)
COOPERATE WITH EACH SELLER OF REGISTRABLE SHARES, INVESTOR AND ANY
UNDERWRITER IN THE DISPOSITION OF SUCH REGISTRABLE SHARES AND COOPERATE WITH
UNDERWRITERS' COUNSEL, IF ANY, IN CONNECTION WITH ANY FILINGS REQUIRED TO BE
MADE WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
(R)
WITH RESPECT TO AN UNDERWRITTEN OFFERING OF REGISTRABLE SHARES,
USE ITS REASONABLE BEST EFFORTS TO CAUSE ALL SUCH REGISTRABLE SHARES TO BE
LISTED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY THE
COMPANY ARE THEN LISTED.
(S)
FILE ELECTRONICALLY ON EDGAR THE REGISTRATION STATEMENT AND ALL
AMENDMENTS AND SUPPLEMENTS THERETO.
5.
EXPENSES OF REGISTRATION.
THE COMPANY SHALL PAY FOR ALL EXPENSES
INCURRED IN CONNECTION WITH A REGISTRATION PURSUANT TO THIS AGREEMENT AND
COMPLIANCE WITH SECTION 4 OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION (I)
ALL REGISTRATION, FILING AND QUALIFICATION FEES AND EXPENSES (INCLUDING WITHOUT
LIMITATION THOSE RELATED TO FILINGS WITH THE SEC, THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC. OR ANY NATIONAL SECURITIES EXCHANGE UPON WHICH THE
COMPANY'S SECURITIES ARE LISTED AND IN CONNECTION WITH APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS), (II) ALL PRINTING EXPENSES, (III) ALL MESSENGER,
TELEPHONE AND DELIVERY EXPENSES INCURRED BY THE COMPANY,