OF AT LEAST $10,000,000 OR
(II) HAVING A THEN FAIR MARKET VALUE (DETERMINED IN GOOD FAITH BY THE BOARD) OF
AT LEAST $10,000,000 (THE TRANSFEREES IN CLAUSES (A) THROUGH (C) EACH A
"PERMITTED PIGGYBACK ASSIGNEE").
WITHOUT PREJUDICE TO ANY OTHER OR SIMILAR
CONDITIONS IMPOSED HEREUNDER WITH RESPECT TO ANY SUCH TRANSFER, NO ASSIGNMENT
PERMITTED UNDER THE TERMS OF THIS SECTION 6.5.1 SHALL BE EFFECTIVE UNLESS THE
PERMITTED PIGGYBACK ASSIGNEE, IF NOT A STOCKHOLDER, HAS DELIVERED TO THE COMPANY
A WRITTEN ACKNOWLEDGMENT AND AGREEMENT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRABLE SECURITIES IN RESPECT OF WHICH
SUCH ASSIGNMENT IS MADE SHALL BE DEEMED OTHER HOLDER SHARES AND SHALL BE SUBJECT
TO ALL OF THE PROVISIONS OF THIS AGREEMENT RELATING TO OTHER HOLDER SHARES AND
THAT SUCH PERMITTED PIGGYBACK ASSIGNEE SHALL BE BOUND BY, AND SHALL BE AN OTHER
HOLDER PARTY TO, THIS AGREEMENT AND THE HOLDER OF OTHER HOLDER SHARES
HEREUNDER.
A TRANSFEREE TO WHOM RIGHTS ARE TRANSFERRED PURSUANT TO THIS
SECTION 6.5.1 MAY NOT AGAIN TRANSFER SUCH RIGHTS TO ANY PERSON, OTHER THAN AS
PROVIDED IN THIS SECTION 6.5.1.
7.
COVENANTS.
7.1.
RESERVED.
7.2.
CONFIDENTIALITY.
EACH HOLDER OF SHARES AGREES THAT IT WILL KEEP
CONFIDENTIAL AND WILL NOT DISCLOSE, DIVULGE OR USE FOR ANY PURPOSE, OTHER THAN
TO MONITOR ITS INVESTMENT IN THE COMPANY AND ITS SUBSIDIARIES, ANY CONFIDENTIAL
INFORMATION OBTAINED FROM THE COMPANY PURSUANT TO THE TERMS OF THIS AGREEMENT,
UNLESS SUCH CONFIDENTIAL INFORMATION (I) IS KNOWN OR BECOMES KNOWN TO THE PUBLIC
IN GENERAL (OTHER THAN AS A RESULT OF A BREACH OF THIS SECTION 7.2 BY SUCH
HOLDER OR ITS AFFILIATES), (II) IS OR HAS BEEN INDEPENDENTLY DEVELOPED OR
CONCEIVED BY SUCH HOLDER WITHOUT USE OF THE COMPANY'S CONFIDENTIAL INFORMATION
OR (III) IS OR HAS BEEN MADE KNOWN OR DISCLOSED TO SUCH HOLDER BY A THIRD PARTY
(OTHER THAN AN AFFILIATE OF SUCH HOLDER) WITHOUT A BREACH OF ANY OBLIGATION OF
CONFIDENTIALITY SUCH THIRD PARTY MAY HAVE TO THE COMPANY THAT IS KNOWN TO SUCH
HOLDER; PROVIDED, HOWEVER, THAT A HOLDER MAY DISCLOSE CONFIDENTIAL INFORMATION
(A) TO ITS
-29-
ATTORNEYS, ACCOUNTANTS, CONSULTANTS, AND OTHER PROFESSIONALS TO THE EXTENT
NECESSARY TO OBTAIN THEIR SERVICES IN CONNECTION WITH MONITORING ITS INVESTMENT
IN THE COMPANY, (B) TO ANY PROSPECTIVE PURCHASER OF ANY SHARES FROM SUCH HOLDER
AS LONG AS SUCH PROSPECTIVE PURCHASER AGREES TO BE BOUND BY THE PROVISIONS OF
THIS SECTION 7.2, (C) TO ANY AFFILIATE, PARTNER OR MEMBER OF SUCH HOLDER IN THE
ORDINARY COURSE OF BUSINESS, OR (D) AS MAY OTHERWISE BE REQUIRED BY LAW,
PROVIDED THAT SUCH HOLDER TAKES REASONABLE STEPS TO MINIMIZE THE EXTENT OF ANY
SUCH REQUIRED DISCLOSURE; AND PROVIDED, FURTHER, HOWEVER, THAT THE ACTS AND
OMISSIONS OF ANY PERSON TO WHOM SUCH HOLDER MAY DISCLOSE CONFIDENTIAL
INFORMATION PURSUANT TO CLAUSES (A) THROUGH (C) OF THE PRECEDING PROVISO SHALL
BE ATTRIBUTABLE TO SUCH HOLDER FOR PURPOSES OF DETERMINING SUCH HOLDER'S
COMPLIANCE WITH THIS SECTION 7.2.
EACH OF THE PARTIES HERETO ACKNOWLEDGE THAT
THE HOLDERS OF SHARES MAY REVIEW