SOLD PURSUANT TO SUCH REGISTRATION STATEMENT, ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO A REGISTRATION
STATEMENT, AND ANY ATTORNEY OR ACCOUNTANT RETAINED BY SUCH INVESTORS OR
UNDERWRITER, ALL FINANCIAL AND OTHER RECORDS, ANY PERTINENT CORPORATE DOCUMENTS
AND PROPERTIES OF THE COMPANY REASONABLY REQUESTED BY SUCH REPRESENTATIVE,
UNDERWRITER, ATTORNEY OR ACCOUNTANT IN CONNECTION WITH SUCH REGISTRATION
STATEMENT; PROVIDED, HOWEVER, THAT ANY RECORDS, INFORMATION OR DOCUMENTS THAT
ARE DESIGNATED BY THE COMPANY IN WRITING AS CONFIDENTIAL SHALL BE KEPT
CONFIDENTIAL BY SUCH PERSONS OR ENTITIES UNLESS DISCLOSURE OF SUCH RECORDS,
INFORMATION OR DOCUMENTS IS REQUIRED BY COURT OR ADMINISTRATIVE ORDER;
(XVIII)
OTHERWISE USE ITS COMMERCIALLY REASONABLE EFFORTS TO COMPLY WITH
ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION AND RELEVANT STATE
SECURITIES COMMISSIONS, AND MAKE GENERALLY AVAILABLE TO THE INVESTORS EARNING
STATEMENTS SATISFYING THE PROVISIONS OF SECTION 12(A) OF THE SECURITIES ACT NO
LATER THAN FORTY-FIVE (45) DAYS AFTER THE END OF ANY 12-MONTH PERIOD (OR
ONE-HUNDRED TWENTY (120) DAYS, IF SUCH PERIOD IS A FISCAL YEAR) COMMENCING AT
THE END OF ANY FISCAL QUARTER IN WHICH REGISTRABLE STOCK OF SUCH INVESTOR IS
SOLD TO UNDERWRITERS IN AN UNDERWRITTEN OFFERING, OR, IF NOT SOLD TO
UNDERWRITERS IN SUCH AN OFFERING, BEGINNING WITH THE FIRST MONTH OF THE
COMPANY'S FIRST FISCAL QUARTER COMMENCING AFTER THE EFFECTIVE DATE OF A
REGISTRATION STATEMENT, WHICH STATEMENTS SHALL COVER SAID 12-MONTH PERIODS; AND
(XIX)
TAKE ALL SUCH OTHER COMMERCIALLY REASONABLE ACTIONS AS ARE
NECESSARY OR ADVISABLE IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF
SUCH REGISTRABLE STOCK, INCLUDING USING COMMERCIALLY REASONABLE EFFORTS TO CAUSE
APPROPRIATE OFFICERS AND EMPLOYEES TO BE AVAILABLE, ON A CUSTOMARY BASIS AND
UPON REASONABLE NOTICE, TO MEET WITH PROSPECTIVE INVESTORS IN PRESENTATIONS,
MEETINGS, ROAD SHOWS AND DUE DILIGENCE SESSIONS.
23
(f)
Conditions to Investor Rights; Indemnification by Investor.
It
shall be a condition to each Investor's rights hereunder to have Registrable
Stock owned by it registered that:
(I)
SUCH INVESTOR SHALL COOPERATE WITH THE COMPANY IN ALL REASONABLE
RESPECTS BY SUPPLYING INFORMATION AND EXECUTING DOCUMENTS RELATING TO SUCH
INVESTOR OR THE SECURITIES OF THE COMPANY OWNED BY SUCH INVESTOR IN CONNECTION
WITH SUCH REGISTRATION WHICH ARE REASONABLY REQUESTED BY THE COMPANY;
(II)
SUCH INVESTOR SHALL ENTER INTO SUCH UNDERTAKINGS AND TAKE SUCH
OTHER ACTION RELATING TO THE CONDUCT OF THE PROPOSED OFFERING WHICH THE COMPANY
OR THE UNDERWRITERS MAY REASONABLY REQUEST AS BEING NECESSARY TO ENSURE
COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS AND THE RULES OR OTHER
REQUIREMENTS OF THE NASD OR OTHERWISE TO EFFECTUATE THE OFFERING; AND
(III)
SUCH INVESTOR SHALL EXECUTE AND DELIVER AN AGREEMENT TO INDEMNIFY
AND HOLD HARMLESS THE COMPANY AND EACH UNDERWRITER (AS DEFINED IN THE SECURITIES
ACT), AND EACH PERSON OR ENTITY, IF ANY, WHO CONTROLS SUCH UNDERWRITER WITHIN
THE MEANING OF THE SECURITIES ACT, AGAINST SUCH LOSSES, CLAIMS, DAMAGES OR
LIABILITIES (INCLUDING REIMBURSEMENT FOR LEGAL AND OTHER EXPENSES) TO WHICH SUCH
UNDERWRITER OR CONTROLLING PERSON OR ENTITY MAY BECOME SUBJECT UNDER THE
SECURITIES ACT OR OTHERWISE, IN SUCH MANNER AS IS CUSTOMARY