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 SUCH PURCHASERS AND SUCH
REPRESENTATIVES, ADVISORS AND UNDERWRITERS AND THEIR RESPECTIVE ACCOUNTANTS
6
AND ATTORNEYS TO CONDUCT INITIAL AND ONGOING DUE DILIGENCE WITH RESPECT TO THE
COMPANY AND THE ACCURACY OF THE REGISTRATION STATEMENT.
The Company shall not disclose material nonpublic information to the Purchasers,
or to advisors to or representatives of the Purchasers, unless prior to
disclosure of such information the Company identifies such information as being
material nonpublic information and provides the Purchasers, such advisors and
representatives with the opportunity to accept or refuse to accept such material
nonpublic information for review.
The Company may, as a condition to disclosing
any material nonpublic information hereunder, require the Purchasers' advisors
and representatives to enter into a confidentiality agreement (including an
agreement with such advisors and representatives prohibiting them from trading
in Common Stock during such period of time as they are in possession of material
nonpublic information) in form reasonably satisfactory to the Company and the
Purchasers.
Nothing herein shall require the Company to disclose material
nonpublic information to the Purchasers or their advisors or representatives.
5.
OBLIGATIONS OF THE PURCHASERS.
(A)
EACH PURCHASER SHALL FURNISH IN WRITING TO THE COMPANY SUCH
INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES OR ADDITIONAL
REGISTRABLE SECURITIES, AS APPLICABLE, HELD BY IT AND THE INTENDED METHOD OF
DISPOSITION OF THE REGISTRABLE SECURITIES OR ADDITIONAL REGISTRABLE SECURITIES,
AS APPLICABLE, HELD BY IT, AS SHALL BE REASONABLY REQUIRED TO EFFECT THE
REGISTRATION OF SUCH REGISTRABLE SECURITIES OR ADDITIONAL REGISTRABLE
SECURITIES, AS APPLICABLE, AND SHALL EXECUTE SUCH DOCUMENTS IN CONNECTION WITH
SUCH REGISTRATION AS THE COMPANY MAY REASONABLY REQUEST.
AT LEAST TEN (10) DAYS
PRIOR TO THE FIRST ANTICIPATED FILING DATE OF ANY REGISTRATION STATEMENT, THE
COMPANY SHALL NOTIFY EACH PURCHASER OF THE INFORMATION THE COMPANY REQUIRES FROM
SUCH PURCHASER IF SUCH PURCHASER ELECTS TO HAVE ANY OF THE REGISTRABLE
SECURITIES OR ADDITIONAL REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION
STATEMENT.
(B)
EACH PURCHASER, BY ITS ACCEPTANCE OF THE REGISTRABLE SECURITIES
AND ADDITIONAL REGISTRABLE SECURITIES, IF ANY, AGREES TO COOPERATE WITH THE
COMPANY AS REASONABLY REQUESTED BY THE COMPANY IN CONNECTION WITH THE
PREPARATION AND FILING OF A REGISTRATION STATEMENT HEREUNDER, UNLESS SUCH
PURCHASER HAS NOTIFIED THE COMPANY IN WRITING OF ITS ELECTION TO EXCLUDE ALL OF
ITS REGISTRABLE SECURITIES OR ADDITIONAL REGISTRABLE SECURITIES, AS APPLICABLE,
FROM THE REGISTRATION STATEMENT.
EACH PURCHASER AGREES TO COMPLY WITH THE
APPLICABLE PROSPECTUS DELIVERY REQUIREMENTS UNDER THE 1933 ACT IN CONNECTION
WITH ANY RESALES OF REGISTRABLE SECURITIES PURSUANT TO THE REGISTRATION
STATEMENT.
(C)
IN THE EVENT THE COMPANY DETERMINES TO ENGAGE THE SERVICES OF AN
UNDERWRITER WHICH ENGAGEMENT IS REASONABLY ACCEPTABLE TO THE PURCHASERS, EACH
PURCHASER AGREES TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER AN UNDERWRITING
AGREEMENT, IN USUAL AND