THAT THE COMPANY IS REQUIRED TO MAINTAIN
EFFECTIVENESS OF THE REGISTRATION STATEMENT PURSUANT TO SECTION 3(A), THE
COMPANY SHALL NOT BID FOR OR PURCHASE ANY COMMON STOCK OR ANY RIGHT TO PURCHASE
COMMON STOCK OR ATTEMPT TO INDUCE ANY PERSON TO PURCHASE ANY SUCH SECURITY OR
RIGHT IF SUCH BID, PURCHASE OR ATTEMPT WOULD IN ANY WAY LIMIT THE RIGHT OF THE
INVESTORS TO SELL REGISTRABLE SECURITIES BY REASON OF THE LIMITATIONS SET FORTH
IN REGULATION M UNDER THE EXCHANGE ACT.
8
(Q)
IN THE EVENT A REGISTRATION STATEMENT COVERING THE REGISTRABLE
SECURITIES WILL TERMINATE BY ITS TERMS, THE COMPANY SHALL REFILE (OR FILE AND
HAVE DECLARED EFFECTIVE) A NEW REGISTRATION STATEMENT AND USE ITS BEST EFFORTS
TO MINIMIZE AND GAP BETWEEN THE TWO REGISTRATION STATEMENTS.
(R)
TO THE EXTENT THAT ANY OF THE INVESTORS IS DEEMED TO BE AN
UNDERWRITER OF REGISTRABLE SECURITIES PURSUANT TO ANY SEC COMMENTS OR POLICIES,
THE COMPANY AGREES THAT:
(I)
THE INDEMNIFICATION AND CONTRIBUTION PROVISIONS CONTAINED IN
SECTION 6 SHALL BE APPLICABLE TO THE BENEFIT OF THE INVESTORS IN THEIR ROLE AS
DEEMED UNDERWRITER IN ADDITION TO THEIR CAPACITY AS A HOLDER 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;
(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 MAJORITY) 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.
(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.
(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.
(S)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 2 OR 3 OF THIS
AGREEMENT, THE COMPANY SHALL NOT BE OBLIGATED TO TAKE ANY ACTION TO EFFECT OR
COMPLETE ANY REGISTRATION OR FILE THE REGISTRATION STATEMENT, OR MAINTAIN THE
EFFECTIVENESS OF THE REGISTRATION STATEMENT, IF THE COMPANY SHALL FURNISH TO THE
INVESTORS HOLDING REGISTRABLE SECURITIES A CERTIFICATE SIGNED BY THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY STATING THAT IN THE GOOD FAITH JUDGMENT OF THE
BOARD OF DIRECTORS OF THE COMPANY, IT WOULD BE DETRIMENTAL TO