ARE CONFIDENTIAL SHALL NOT BE
DISCLOSED BY THE INSPECTORS UNLESS THE DISCLOSURE OR RELEASE OF SUCH RECORDS IS
REQUESTED OR REQUIRED PURSUANT TO ORAL QUESTIONS, INTERROGATORIES, REQUESTS FOR
INFORMATION OR DOCUMENTS OR A SUBPOENA OR OTHER ORDER FROM A COURT OF COMPETENT
JURISDICTION OR OTHER JUDICIAL OR GOVERNMENTAL PROCESS; PROVIDED, HOWEVER, THAT
PRIOR TO ANY DISCLOSURE OR RELEASE PURSUANT TO THE IMMEDIATELY PRECEDING CLAUSE,
THE INSPECTORS SHALL PROVIDE THE COMPANY WITH PROMPT NOTICE OF ANY SUCH REQUEST
OR REQUIREMENT SO THAT THE COMPANY MAY SEEK AN APPROPRIATE PROTECTIVE ORDER OR
WAIVE SUCH INSPECTORS' OBLIGATION NOT TO DISCLOSE SUCH RECORDS; AND, PROVIDED,
FURTHER, THAT IF FAILING THE ENTRY OF A PROTECTIVE ORDER OR THE WAIVER BY THE
COMPANY PERMITTING THE DISCLOSURE OR RELEASE OF SUCH RECORDS, THE INSPECTORS,
UPON ADVICE OF COUNSEL, ARE COMPELLED TO DISCLOSE SUCH RECORDS, THE INSPECTORS
MAY DISCLOSE THAT PORTION OF THE RECORDS THAT COUNSEL HAS ADVISED THE INSPECTORS
THAT THE INSPECTORS ARE COMPELLED TO DISCLOSE; PROVIDED, HOWEVER, THAT UPON ANY
SUCH REQUIRED DISCLOSURE, SUCH INSPECTOR SHALL USE HIS OR HER BEST EFFORTS TO
OBTAIN REASONABLE ASSURANCES THAT CONFIDENTIAL TREATMENT WILL BE AFFORDED SUCH
INFORMATION.
THE INVESTOR AGREES THAT INFORMATION OBTAINED BY IT OR ANY
INSPECTOR SOLELY AS A RESULT OF SUCH INSPECTIONS (NOT INCLUDING ANY INFORMATION
OBTAINED FROM A THIRD PARTY WHO, INSOFAR AS IS KNOWN TO THE INVESTOR AFTER
REASONABLE INQUIRY, IS NOT PROHIBITED FROM PROVIDING SUCH INFORMATION BY A
CONTRACTUAL, LEGAL OR FIDUCIARY OBLIGATION TO THE COMPANY) SHALL BE DEEMED
CONFIDENTIAL AND SHALL NOT BE USED FOR ANY PURPOSES OTHER THAN AS INDICATED
ABOVE OR BY IT OR ANY INSPECTOR AS THE BASIS FOR ANY MARKET TRANSACTIONS IN THE
SECURITIES OF THE COMPANY OR ITS AFFILIATES UNLESS AND UNTIL SUCH INFORMATION IS
MADE GENERALLY AVAILABLE TO THE PUBLIC.
THE INVESTOR FURTHER AGREES THAT IT
WILL, UPON LEARNING THAT DISCLOSURE OF SUCH RECORDS IS SOUGHT IN A COURT OF
COMPETENT JURISDICTION, GIVE NOTICE TO THE COMPANY AND ALLOW THE COMPANY, AT ITS
EXPENSE, TO UNDERTAKE APPROPRIATE ACTION TO PREVENT DISCLOSURE OF THE RECORDS
DEEMED CONFIDENTIAL.
(F)
THE COMPANY SHALL OTHERWISE COMPLY IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE COMMISSION, INCLUDING, WITHOUT
LIMITATION, COMPLIANCE WITH APPLICABLE REPORTING REQUIREMENTS UNDER THE EXCHANGE
ACT.
(G)
THE COMPANY SHALL APPOINT (OR SHALL HAVE APPOINTED) A TRANSFER AGENT
AND REGISTRAR FOR ALL OF THE COMMON STOCK COVERED BY SUCH REGISTRATION STATEMENT
NOT LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT.
(H)
THE INVESTOR SHALL COOPERATE WITH THE COMPANY, AS REASONABLY
REQUESTED BY THE COMPANY, IN CONNECTION WITH THE PREPARATION AND FILING OF ANY
REGISTRATION STATEMENT HEREUNDER.
THE COMPANY MAY REQUIRE THE INVESTOR TO
PROMPTLY FURNISH IN WRITING TO THE COMPANY SUCH INFORMATION AS MAY BE REQUIRED
IN CONNECTION WITH SUCH REGISTRATION INCLUDING, WITHOUT LIMITATION, ALL SUCH
INFORMATION AS MAY BE REQUESTED BY THE COMMISSION, THE NASDAQ STOCK MARKET OR
FINRA OR ANY STATE SECURITIES COMMISSION AND ALL SUCH INFORMATION REGARDING THE
INVESTOR, THE REGISTRABLE SECURITIES HELD BY THE INVESTOR AND THE INTENDED
METHOD OF