SUBJECT TO EXECUTION AND DELIVERY OF MUTUALLY SATISFACTORY
CONFIDENTIALITY AGREEMENTS, MAKE AVAILABLE AT REASONABLE TIMES FOR INSPECTION BY
EACH HOLDER SELLING SUCH REGISTRABLE SECURITIES, ANY MANAGING UNDERWRITER
PARTICIPATING IN ANY DISPOSITION OF SUCH REGISTRABLE SECURITIES PURSUANT TO THE
REGISTRATION STATEMENT, AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY
SUCH HOLDER OR ANY SUCH MANAGING UNDERWRITER, DURING NORMAL BUSINESS HOURS OF
THE COMPANY AT THE COMPANY'S CORPORATE OFFICE IN MANITOWOC, WISCONSIN AND
WITHOUT UNREASONABLE DISRUPTION OF THE COMPANY'S BUSINESS OR UNREASONABLE
EXPENSE TO COMPANY AND SOLELY FOR THE PURPOSE OF DUE DILIGENCE WITH RESPECT TO
THE REGISTRATION STATEMENT, LEGALLY DISCLOSABLE, FINANCIAL AND OTHER RECORDS AND
PERTINENT CORPORATE DOCUMENTS OF THE COMPANY AND ITS SUBSIDIARIES REASONABLE
REQUESTED BY SUCH PERSONS, AND CAUSE THE COMPANY'S EMPLOYEES TO, AND REQUEST ITS
INDEPENDENT ACCOUNTANTS TO, SUPPLY ALL SIMILAR INFORMATION REASONABLY REQUESTED
BY ANY SUCH PERSON, AS SHALL BE REASONABLY NECESSARY TO ENABLE THEM TO EXERCISE
THEIR DUE DILIGENCE RESPONSIBILITY;
(O)
COOPERATE WITH EACH SELLER OF REGISTRABLE SECURITIES AND EACH
UNDERWRITER PARTICIPATING IN THE DISPOSITION OF SUCH REGISTRABLE SECURITIES AND
THEIR RESPECTIVE COUNSEL IN CONNECTION WITH ANY FILINGS REQUIRED TO BE MADE WITH
THE OTC BULLETIN BOARD OR FINRA; AND
(P)
TAKE ALL OTHER STEPS REASONABLY NECESSARY TO EFFECT THE REGISTRATION OF
THE REGISTRABLE SECURITIES CONTEMPLATED HEREBY.
2.6
CONDITIONS PRECEDENT TO COMPANY'S
OBLIGATIONS PURSUANT TO THIS AGREEMENT.
IT SHALL BE A CONDITION PRECEDENT TO
THE OBLIGATIONS OF THE COMPANY TO TAKE ANY ACTION PURSUANT TO THIS ARTICLE 2
WITH RESPECT TO THE REGISTRABLE SECURITIES OF ANY HOLDER THAT SUCH HOLDER SHALL
TIMELY FURNISH TO THE COMPANY SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE
SECURITIES HELD BY IT AND THE INTENDED METHOD OF DISTRIBUTION OF SUCH SECURITIES
AS SHALL REASONABLY BE REQUIRED TO EFFECT THE REGISTRATION OF SUCH HOLDER'S
REGISTRABLE SECURITIES.
10
2.7
FEES AND EXPENSES.
ALL EXPENSES INCIDENT TO
THE COMPANY'S PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT INCLUDING,
WITHOUT LIMITATION, ALL REGISTRATION AND FILING FEES PAYABLE BY THE COMPANY,
FEES AND EXPENSES OF COMPLIANCE BY THE COMPANY WITH SECURITIES OR BLUE SKY LAWS,
PRINTING EXPENSES OF THE COMPANY, MESSENGER AND DELIVERY EXPENSES OF THE
COMPANY, AND FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND ALL
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE COMPANY, AND OTHER PERSONS
RETAINED BY THE COMPANY WILL BE BORNE BY THE COMPANY, AND THE COMPANY WILL PAY
ITS INTERNAL EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL SALARIES AND EXPENSES
OF THE COMPANY'S EMPLOYEES PERFORMING LEGAL OR ACCOUNTING DUTIES), THE EXPENSE
OF ANY ANNUAL AUDIT OR QUARTERLY REVIEW, THE EXPENSE OF ANY LIABILITY INSURANCE
OF THE COMPANY AND THE EXPENSES AND FEES FOR LISTING OR APPROVAL FOR TRADING OF
THE SECURITIES TO BE REGISTERED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR
SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED OR ON ANY AUTOMATED QUOTATION
SYSTEM OF A NATIONAL SECURITIES ASSOCIATION OR OTHER QUOTATION SYSTEM ON WHICH
SIMILAR SECURITIES OF THE COMPANY ARE QUOTED.
IN CONNECTION WITH ANY
REGISTRATION STATEMENT FILED HEREUNDER, THE COMPANY WILL PAY THE REASONABLE FEES
AND EXPENSES OF A SINGLE