OR ANY PROSPECTUS
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT HAS BEEN FILED, AND WHEN A REGISTRATION
STATEMENT OR ANY POST-EFFECTIVE AMENDMENT HAS BECOME EFFECTIVE (NOTIFICATION OF
SUCH EFFECTIVENESS SHALL BE DELIVERED TO THE INVESTOR BY FACSIMILE ON THE SAME
DAY OF SUCH EFFECTIVENESS), (II) OF ANY REQUEST BY THE SEC FOR AMENDMENTS OR
SUPPLEMENTS TO A REGISTRATION STATEMENT OR RELATED PROSPECTUS OR RELATED
INFORMATION, AND (III) OF THE COMPANY'S REASONABLE DETERMINATION THAT A
POST-EFFECTIVE AMENDMENT TO A REGISTRATION STATEMENT WOULD BE APPROPRIATE.
3
F.
THE COMPANY SHALL USE ITS BEST
EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER OR OTHER SUSPENSION OF
EFFECTIVENESS OF A REGISTRATION STATEMENT, OR THE SUSPENSION OF THE
QUALIFICATION OF ANY OF THE REGISTRABLE SECURITIES FOR SALE IN ANY JURISDICTION
WITHIN THE UNITED STATES OF AMERICA AND, IF SUCH AN ORDER OR SUSPENSION IS
ISSUED, TO OBTAIN THE WITHDRAWAL OF SUCH ORDER OR SUSPENSION AT THE EARLIEST
POSSIBLE MOMENT AND TO NOTIFY THE INVESTOR OF THE ISSUANCE OF SUCH ORDER AND THE
RESOLUTION THEREOF OR ITS RECEIPT OF ACTUAL NOTICE OF THE INITIATION OR THREAT
OF ANY PROCEEDING FOR SUCH PURPOSE.
G.
THE COMPANY SHALL MAKE AVAILABLE FOR
INSPECTION BY (I) THE INVESTOR AND (II) ONE FIRM OF ACCOUNTANTS OR OTHER AGENTS
RETAINED BY THE INVESTOR (COLLECTIVELY, THE "INSPECTORS") ALL PERTINENT
FINANCIAL AND OTHER RECORDS, AND PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF
THE COMPANY (COLLECTIVELY, THE "RECORDS"), AS SHALL BE REASONABLY DEEMED
NECESSARY BY EACH INSPECTOR, AND CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND
EMPLOYEES TO SUPPLY ALL INFORMATION WHICH ANY INSPECTOR MAY REASONABLY REQUEST;
PROVIDED, HOWEVER, THAT EACH INSPECTOR SHALL AGREE, AND THE INVESTOR HEREBY
AGREES, TO HOLD IN STRICT CONFIDENCE AND SHALL NOT MAKE ANY DISCLOSURE (EXCEPT
TO AN INVESTOR) OR USE OF ANY RECORD OR OTHER INFORMATION WHICH THE COMPANY
DETERMINES IN GOOD FAITH TO BE CONFIDENTIAL, AND OF WHICH DETERMINATION THE
INSPECTORS ARE SO NOTIFIED, UNLESS (A) THE DISCLOSURE OF SUCH RECORDS IS
NECESSARY TO AVOID OR CORRECT A MISSTATEMENT OR OMISSION IN ANY REGISTRATION
STATEMENT OR IS OTHERWISE REQUIRED UNDER THE SECURITIES ACT, (B) THE RELEASE OF
SUCH RECORDS IS ORDERED PURSUANT TO A FINAL, NON-APPEALABLE SUBPOENA OR ORDER
FROM A COURT OR GOVERNMENT BODY OF COMPETENT JURISDICTION, OR (C) THE
INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY AVAILABLE TO THE PUBLIC
OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS OR ANY OTHER AGREEMENT OF WHICH
THE INSPECTOR AND THE INVESTOR HAS KNOWLEDGE.
THE INVESTOR AGREES THAT IT
SHALL, UPON LEARNING THAT DISCLOSURE OF SUCH RECORDS IS SOUGHT IN OR BY A COURT
OR GOVERNMENTAL BODY OF COMPETENT JURISDICTION OR THROUGH OTHER MEANS, GIVE
PROMPT NOTICE TO THE COMPANY AND ALLOW THE COMPANY, AT ITS EXPENSE, TO UNDERTAKE
APPROPRIATE ACTION TO PREVENT DISCLOSURE OF, OR TO OBTAIN A PROTECTIVE ORDER
FOR, THE RECORDS DEEMED CONFIDENTIAL.
H.
THE COMPANY SHALL HOLD IN CONFIDENCE AND
NOT MAKE ANY DISCLOSURE OF INFORMATION CONCERNING THE INVESTOR PROVIDED TO THE
COMPANY UNLESS (I) DISCLOSURE OF SUCH INFORMATION IS NECESSARY TO COMPLY WITH
FEDERAL OR STATE SECURITIES