on Form 10-KSB or Quarterly Report on
Form 10-QSB, and (C) such other information as may be reasonably requested in
order to avail such Investor of any rule or regulation of the SEC that permits
the selling of any such Registrable Securities without registration.
4.
DUE DILIGENCE REVIEW; INFORMATION.
THE COMPANY SHALL MAKE AVAILABLE,
DURING NORMAL BUSINESS HOURS, FOR INSPECTION AND REVIEW BY THE SSF INVESTORS,
ADVISORS TO AND REPRESENTATIVES OF THE SSF INVESTORS (WHO MAY OR MAY NOT BE
AFFILIATED WITH THE INVESTORS AND WHO ARE REASONABLY ACCEPTABLE TO THE COMPANY),
ALL FINANCIAL AND OTHER RECORDS, ALL SEC FILINGS (AS DEFINED IN THE PURCHASE
AGREEMENT) AND OTHER FILINGS WITH THE SEC, AND ALL OTHER CORPORATE DOCUMENTS AND
PROPERTIES OF THE COMPANY AS MAY BE REASONABLY NECESSARY FOR THE PURPOSE OF SUCH
REVIEW, AND CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES, WITHIN A
REASONABLE TIME PERIOD, TO SUPPLY ALL SUCH INFORMATION REASONABLY REQUESTED BY
THE SSF INVESTORS OR ANY SUCH REPRESENTATIVE, ADVISOR OR UNDERWRITER IN
CONNECTION WITH SUCH REGISTRATION STATEMENT (INCLUDING, WITHOUT LIMITATION, IN
RESPONSE TO ALL QUESTIONS AND OTHER INQUIRIES REASONABLY MADE OR SUBMITTED BY
ANY OF THEM), PRIOR TO AND FROM TIME TO TIME AFTER THE FILING AND EFFECTIVENESS
OF THE REGISTRATION STATEMENT FOR THE SOLE PURPOSE OF ENABLING THE SSF INVESTORS
AND SUCH REPRESENTATIVES, ADVISORS AND UNDERWRITERS AND THEIR RESPECTIVE
ACCOUNTANTS AND ATTORNEYS TO CONDUCT INITIAL AND ONGOING DUE DILIGENCE WITH
RESPECT TO THE COMPANY AND THE ACCURACY OF SUCH REGISTRATION STATEMENT.
The Company shall not disclose material nonpublic information to the Investors,
or to advisors to or representatives of the Investors, unless prior to
disclosure of such information the Company identifies such information as being
material nonpublic information and provides the Investors, such advisors and
representatives with the opportunity to accept or refuse to accept such material
nonpublic information for review and any Investor wishing to obtain such
information enters into an appropriate confidentiality agreement with the
Company with respect thereto.
5.
OBLIGATIONS OF THE INVESTORS.
(a)
Each Investor shall furnish to the Company
upon request a completed Questionnaire in the form attached to this Agreement as
Exhibit B (a "Selling Holder Questionnaire").
The Company shall advise the
Investors in writing of the proposed first anticipated filing date of any
Registration Statement (the "Filing Date") at least four (4) Business Days prior
to such Filing Date which notice shall request that the Investors complete and
return the Selling Holder Questionnaires not later than one (1) Business Day
prior to the Filing Date (the "Information Deadline Date").
Notwithstanding any
provision herein to the contrary, the Company shall not be required to include
the Registrable Securities of an Investor in a Registration Statement if such
Investor fails to furnish to the Company a fully completed Selling Holder
Questionnaire in writing to the Company on or prior to the close of business on
the Information Deadline Date and shall not be required to pay any liquidated or
other damages under Section 2 hereof to any such Investor resulting solely