OF
REGULATION FD UNDER THE 1934 ACT, MAKE AVAILABLE FOR INSPECTION BY THE
PURCHASERS, AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY THE
PURCHASERS OR ANY UNDERWRITER, ALL PUBLICLY AVAILABLE, NON-CONFIDENTIAL
FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE
COMPANY, AND CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY ALL
PUBLICLY AVAILABLE, NON-CONFIDENTIAL INFORMATION REASONABLY REQUESTED BY THE
PURCHASERS, ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH THE REGISTRATION
STATEMENT; AND
(J)
MAKE AVAILABLE TO THE PURCHASERS, UPON THEIR REQUEST IN WRITING,
COPIES OF THE REGISTRATION STATEMENT AND ANY AMENDMENT OR SUPPLEMENT THERETO TWO
(2) BUSINESS DAYS PRIOR TO THE FILING THEREOF WITH THE COMMISSION AND ANY
COMMISSION LETTERS OF COMMENT PROMPTLY UPON RECEIPT.
THE PURCHASERS ACKNOWLEDGE
THAT THE REGISTRATION STATEMENT AND ANY AMENDMENT OR SUPPLEMENT THERETO MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION AND AGREE TO KEEP SUCH INFORMATION
CONFIDENTIAL UNTIL THE FILING OF SUCH REGISTRATION STATEMENT OR AMENDMENT
THERETO WITH THE COMMISSION.
9.3
PROVISION OF DOCUMENTS.
IN CONNECTION WITH THE REGISTRATION
STATEMENT, EACH PURCHASER WILL FURNISH TO THE COMPANY IN WRITING SUCH
INFORMATION WITH RESPECT TO ITSELF AND THE PROPOSED DISTRIBUTION BY IT AS
REASONABLY SHALL BE NECESSARY IN ORDER TO ASSURE COMPLIANCE WITH FEDERAL AND
APPLICABLE STATE SECURITIES LAWS.
AT THE REQUEST OF THE COMPANY, THE PURCHASERS
WILL PROVIDE THE COMPANY WITH A COMPLETED SELLING SHAREHOLDER QUESTIONNAIRE
WITHIN FIVE BUSINESS DAYS FOLLOWING CLOSING.
PURCHASERS WILL RESPOND IN WRITING
TO ANY REQUESTS FROM THE COMMISSION FOR INFORMATION, WHETHER ASKED FOR IN A
COMMENT LETTER OR ORALLY VIA THE COMPANY OR COMPANY COUNSEL WITHIN FIVE BUSINESS
DAYS AFTER THE COMPANY OR ITS REPRESENTATIVES HAVE NOTIFIED THE PURCHASERS OF
THE REQUEST.
9.4
NON-REGISTRATION EVENTS.
THE COMPANY AND THE PURCHASERS AGREE
THAT THE PURCHASERS WILL SUFFER DAMAGES IF THE REGISTRATION STATEMENT IS NOT
FILED BY THE FILING DATE AND NOT DECLARED EFFECTIVE BY THE COMMISSION BY THE
EFFECTIVE DATE, AND IT WOULD NOT BE FEASIBLE TO ASCERTAIN THE EXTENT OF SUCH
DAMAGES WITH PRECISION.
ACCORDINGLY, IF (A) THE REGISTRATION STATEMENT IS NOT
FILED ON OR BEFORE THE FILING DATE, (B) IS NOT DECLARED EFFECTIVE ON OR BEFORE
THE EFFECTIVE DATE, (C) DUE TO THE ACTION OR INACTION OF THE COMPANY THE
REGISTRATION STATEMENT IS NOT DECLARED EFFECTIVE WITHIN THREE (3) BUSINESS DAYS
AFTER RECEIPT BY THE COMPANY OR ITS ATTORNEYS OF A WRITTEN OR ORAL COMMUNICATION
FROM THE COMMISSION THAT THE REGISTRATION STATEMENT WILL NOT BE REVIEWED OR THAT
THE COMMISSION HAS NO FURTHER COMMENTS, OR (D) THE REGISTRATION STATEMENT IS
FILED AND DECLARED EFFECTIVE BUT SHALL THEREAFTER CEASE TO BE EFFECTIVE FOR A
PERIOD OF TIME WHICH SHALL EXCEED THIRTY (30) DAYS IN THE AGGREGATE DURING ANY
12 MONTH PERIOD (EACH SUCH EVENT REFERRED TO IN CLAUSES A THROUGH D OF THIS
SECTION 9.4 IS REFERRED TO HEREIN AS A "NON-REGISTRATION EVENT"), THEN THE
COMPANY SHALL DELIVER TO EACH PURCHASER, AS LIQUIDATED DAMAGES, AN AMOUNT EQUAL
TO ONE AND ONE THIRD PERCENT (1 1/3%) (TO FOUR DECIMAL PLACES OR 0.0133) FOR
EACH THIRTY (30) DAYS (OR SUCH LESSER