IN SUCH OFFERING AND THE REPRESENTATIVES OF SUCH SELLING HOLDER
AND UNDERWRITER (BUT NOT MORE THAN ONE FIRM OF COUNSEL TO SUCH SELLING HOLDERS),
ALL FINANCIAL AND OTHER INFORMATION AS SHALL BE REASONABLY REQUESTED BY THEM,
AND PROVIDE THE SELLING HOLDER, ANY UNDERWRITER PARTICIPATING IN SUCH OFFERING
AND THE REPRESENTATIVES OF SUCH SELLING HOLDER AND UNDERWRITER THE OPPORTUNITY
TO DISCUSS THE BUSINESS AFFAIRS OF THE COMPANY WITH ITS APPROPRIATE OFFICERS AND
INDEPENDENT PUBLIC ACCOUNTANTS WHO HAVE CERTIFIED THE AUDITED FINANCIAL
STATEMENTS INCLUDED IN SUCH REGISTRATION STATEMENT, IN EACH CASE ALL AS
NECESSARY TO ENABLE THEM TO EXERCISE THEIR DUE DILIGENCE RESPONSIBILITY UNDER
THE SECURITIES ACT; PROVIDED, HOWEVER, THAT INFORMATION THAT THE COMPANY
DETERMINES, IN GOOD FAITH, TO BE CONFIDENTIAL, AND WHICH THE COMPANY ADVISES
SUCH PERSON IN WRITING IS CONFIDENTIAL, SHALL NOT BE DISCLOSED UNLESS SUCH
PERSON SIGNS A CONFIDENTIALITY AGREEMENT REASONABLY SATISFACTORY TO THE COMPANY
OR THE RELATED SELLING HOLDER OF REGISTRABLE SECURITIES AGREES TO BE RESPONSIBLE
FOR SUCH PERSON'S BREACH OF CONFIDENTIALITY ON TERMS SATISFACTORY TO THE
COMPANY.
10
5.9.
USE THE COMPANY'S REASONABLE BEST EFFORTS TO OBTAIN A SO-CALLED
"COMFORT LETTER" FROM ITS INDEPENDENT PUBLIC ACCOUNTANTS AND LEGAL OPINIONS OF
COUNSEL TO THE COMPANY ADDRESSED TO THE SELLING HOLDERS, IN CUSTOMARY FORM AND
COVERING SUCH MATTERS OF THE TYPE CUSTOMARILY COVERED BY SUCH LETTERS, AND IN A
FORM THAT SHALL BE REASONABLY SATISFACTORY TO THE SELLING HOLDERS.
THE COMPANY
SHALL FURNISH TO EACH SELLING HOLDER A SIGNED COUNTERPART OF ANY SUCH COMFORT
LETTER OR LEGAL OPINION.
DELIVERY OF ANY SUCH OPINION OR COMFORT LETTER SHALL
BE SUBJECT TO THE RECIPIENT FURNISHING SUCH WRITTEN REPRESENTATIONS OR
ACKNOWLEDGMENTS AS ARE CUSTOMARILY PROVIDED BY SELLING SHAREHOLDERS WHO RECEIVE
SUCH COMFORT LETTERS OR OPINIONS.
5.10.
PROVIDE AND CAUSE TO BE MAINTAINED A TRANSFER AGENT AND REGISTRAR FOR
ALL REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT FROM AND AFTER
A DATE NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT.
5.11.
USE ALL REASONABLE EFFORTS TO CAUSE THE REGISTRABLE SECURITIES COVERED
BY SUCH REGISTRATION STATEMENT (I) IF THE COMMON STOCK IS THEN LISTED ON A
SECURITIES EXCHANGE OR INCLUDED FOR QUOTATION IN A RECOGNIZED TRADING MARKET, TO
CONTINUE TO BE SO LISTED OR INCLUDED FOR A REASONABLE PERIOD OF TIME AFTER THE
OFFERING, AND (II) TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER UNITED STATES
OR STATE GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE NECESSARY BY VIRTUE OF
THE BUSINESS AND OPERATIONS OF THE COMPANY TO ENABLE THE SELLING HOLDERS OF
REGISTRABLE SECURITIES TO CONSUMMATE THE DISPOSITION OF SUCH REGISTRABLE
SECURITIES.
5.12.
USE THE COMPANY'S REASONABLE EFFORTS TO PROVIDE A CUSIP NUMBER FOR THE
REGISTRABLE SECURITIES PRIOR TO THE EFFECTIVE DATE OF THE FIRST REGISTRATION
STATEMENT INCLUDING REGISTRABLE SECURITIES.
5.13.
TAKE SUCH OTHER ACTIONS AS ARE REASONABLY REQUIRED IN ORDER TO EXPEDITE
OR FACILITATE THE DISPOSITION OF REGISTRABLE SECURITIES INCLUDED IN EACH SUCH
REGISTRATION.
SECTION 6.
HOLDERS' OBLIGATIONS.
It shall be a condition precedent to the obligations of the Company to take any
action pursuant to this Agreement with