OR POLICIES,
THE COMPANY AGREES THAT:
(I)
THE INDEMNIFICATION AND CONTRIBUTION PROVISIONS CONTAINED IN
SECTION 7 SHALL BE APPLICABLE TO THE BENEFIT OF THE INVESTORS IN THEIR ROLE AS
DEEMED UNDERWRITER IN ADDITION TO THEIR CAPACITY AS HOLDERS OF REGISTRABLE
SECURITIES;
(II)
THE INVESTORS SHALL BE ENTITLED TO CONDUCT THE DUE DILIGENCE
WHICH THEY WOULD NORMALLY CONDUCT IN CONNECTION WITH AN OFFERING OF SECURITIES
REGISTERED UNDER THE SECURITIES ACT, INCLUDING WITHOUT LIMITATION RECEIPT OF
CUSTOMARY OPINIONS AND COMFORT LETTERS; PROVIDED, HOWEVER, THAT EACH INVESTOR
SHALL AGREE TO HOLD IN STRICT CONFIDENCE AND SHALL NOT MAKE ANY DISCLOSURE OR
USE OF ANY RECORD OR OTHER INFORMATION ("RECORDS") WHICH THE COMPANY DETERMINES
IN GOOD FAITH TO BE CONFIDENTIAL, AND OF WHICH DETERMINATION THE INVESTORS ARE
SO NOTIFIED, UNLESS (A) THE DISCLOSURE OF SUCH RECORDS IS REQUIRED BY LAW OR
(B) THE INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS AGREEMENT;
(III)
THE COMPANY SHALL OBTAIN OPINIONS OF COUNSEL TO THE COMPANY
(WHICH COUNSEL AND OPINIONS (IN FORM, SCOPE AND SUBSTANCE) SHALL BE REASONABLY
SATISFACTORY TO THE INVESTOR REPRESENTATIVE) IN CUSTOMARY FORM ADDRESSED TO THE
INVESTORS, COVERING SUCH MATTERS AS ARE CUSTOMARILY COVERED IN OPINIONS
REQUESTED IN UNDERWRITTEN OFFERINGS AND DATED AS OF THE DATE SUCH OPINION IS
CUSTOMARILY DATED;
10
(IV)
THE COMPANY SHALL OBTAIN "COMFORT LETTERS" AND UPDATES THEREOF
FROM THE INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY (AND, IF NECESSARY, ANY
OTHER INDEPENDENT PUBLIC ACCOUNTANTS OF ANY SUBSIDIARY OF THE COMPANY OR OF ANY
BUSINESS ACQUIRED BY THE COMPANY FOR WHICH FINANCIAL STATEMENTS AND FINANCIAL
DATA ARE, OR ARE REQUIRED TO BE, INCLUDED IN THE REGISTRATION STATEMENT),
ADDRESSED TO THE INVESTORS, IN CUSTOMARY FORM AND COVERING MATTERS OF THE TYPE
CUSTOMARILY COVERED IN COMFORT LETTERS IN CONNECTION WITH PRIMARY UNDERWRITTEN
OFFERINGS AND DATED AS OF THE DATE SUCH COMFORT LETTER IS CUSTOMARILY DATED; AND
(V)
THE COMPANY SHALL DELIVER SUCH OTHER CUSTOMARY DOCUMENTS AND
CERTIFICATES AS MAY BE REASONABLY REQUESTED BY THE INVESTORS TO EVIDENCE
COMPLIANCE WITH ANY CUSTOMARY CONDITIONS CONTAINED IN UNDERWRITING AGREEMENTS,
IF ANY.
4.
OBLIGATIONS OF THE INVESTORS.
(A)
AT LEAST TEN (10) BUSINESS DAYS PRIOR TO THE FIRST ANTICIPATED
FILING DATE OF A REGISTRATION STATEMENT, THE COMPANY SHALL, BY DELIVERING A
NOTICE AND QUESTIONNAIRE, NOTIFY EACH INVESTOR IN WRITING OF THE INFORMATION THE
COMPANY REASONABLY REQUIRES FROM EACH SUCH INVESTOR IF SUCH INVESTOR ELECTS TO
HAVE ANY OF SUCH INVESTOR'S REGISTRABLE SECURITIES INCLUDED IN SUCH REGISTRATION
STATEMENT.
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF THE COMPANY
TO COMPLETE THE REGISTRATION PURSUANT TO THIS AGREEMENT WITH RESPECT TO THE
REGISTRABLE SECURITIES OF A PARTICULAR INVESTOR THAT SUCH INVESTOR SHALL FURNISH
TO THE COMPANY SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES
HELD BY IT AND THE INTENDED METHOD OF DISPOSITION OF THE REGISTRABLE SECURITIES
HELD BY IT AS SHALL BE REASONABLY REQUIRED TO EFFECT THE REGISTRATION OF SUCH
REGISTRABLE SECURITIES AND SHALL EXECUTE SUCH DOCUMENTS IN CONNECTION WITH SUCH
REGISTRATION AS THE COMPANY