ATTORNEY, ACCOUNTANT OR OTHER AGENT RETAINED BY SUCH HOLDER
OR ANY SUCH MANAGING UNDERWRITER, DURING NORMAL BUSINESS HOURS OF THE COMPANY AT
THE COMPANY'S CORPORATE OFFICE IN MANITOWOC, WISCONSIN AND WITHOUT UNREASONABLE
DISRUPTION OF THE COMPANY'S BUSINESS OR UNREASONABLE EXPENSE TO COMPANY AND
SOLELY FOR THE PURPOSE OF DUE DILIGENCE WITH RESPECT TO THE REGISTRATION
STATEMENT, LEGALLY DISCLOSABLE, FINANCIAL AND OTHER RECORDS AND PERTINENT
CORPORATE DOCUMENTS OF THE COMPANY AND ITS SUBSIDIARIES REASONABLE REQUESTED BY
SUCH PERSONS, AND CAUSE THE COMPANY'S EMPLOYEES TO, AND REQUEST ITS INDEPENDENT
ACCOUNTANTS TO, SUPPLY ALL SIMILAR INFORMATION REASONABLY REQUESTED BY ANY SUCH
PERSON, AS SHALL BE REASONABLY NECESSARY TO ENABLE THEM TO EXERCISE THEIR DUE
DILIGENCE RESPONSIBILITY;
(O)
COOPERATE WITH EACH SELLER OF REGISTRABLE SECURITIES AND EACH UNDERWRITER
PARTICIPATING IN THE DISPOSITION OF SUCH REGISTRABLE SECURITIES AND THEIR
RESPECTIVE COUNSEL IN CONNECTION WITH ANY FILINGS REQUIRED TO BE MADE WITH THE
OTC BULLETIN BOARD OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS; AND
(P)
TAKE ALL OTHER STEPS REASONABLY NECESSARY TO EFFECT THE REGISTRATION OF
THE REGISTRABLE SECURITIES CONTEMPLATED HEREBY.
2.6
CONDITIONS PRECEDENT TO COMPANY'S OBLIGATIONS PURSUANT TO THIS
AGREEMENT.
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF THE COMPANY
TO TAKE ANY ACTION PURSUANT TO THIS ARTICLE 2 WITH RESPECT TO THE REGISTRABLE
SECURITIES OF ANY HOLDER THAT SUCH HOLDER SHALL TIMELY FURNISH TO THE COMPANY
SUCH INFORMATION REGARDING ITSELF, THE REGISTRABLE SECURITIES HELD BY IT AND THE
INTENDED METHOD OF DISTRIBUTION OF SUCH SECURITIES AS SHALL REASONABLY BE
REQUIRED TO EFFECT THE REGISTRATION OF SUCH HOLDER'S REGISTRABLE SECURITIES.
2.7
FEES AND EXPENSES.
ALL EXPENSES INCIDENT TO THE COMPANY'S
PERFORMANCE OF OR COMPLIANCE WITH THIS AGREEMENT INCLUDING, WITHOUT LIMITATION,
ALL REGISTRATION AND FILING FEES PAYABLE BY THE COMPANY, FEES AND EXPENSES OF
COMPLIANCE BY THE COMPANY WITH SECURITIES OR BLUE SKY LAWS, PRINTING EXPENSES OF
THE COMPANY, MESSENGER AND DELIVERY EXPENSES OF THE COMPANY, AND FEES AND
DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND ALL INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS OF THE COMPANY, AND OTHER PERSONS RETAINED BY THE COMPANY WILL BE
BORNE BY THE COMPANY, AND THE COMPANY WILL PAY ITS INTERNAL EXPENSES (INCLUDING,
WITHOUT LIMITATION, ALL SALARIES AND EXPENSES OF THE COMPANY'S EMPLOYEES
PERFORMING LEGAL OR ACCOUNTING DUTIES), THE EXPENSE OF ANY ANNUAL AUDIT OR
QUARTERLY REVIEW, THE EXPENSE OF ANY LIABILITY INSURANCE OF THE COMPANY AND THE
EXPENSES AND FEES FOR LISTING OR APPROVAL FOR TRADING OF THE SECURITIES TO BE
REGISTERED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES ISSUED BY THE
COMPANY ARE THEN LISTED OR ON ANY AUTOMATED QUOTATION SYSTEM OF A NATIONAL
SECURITIES ASSOCIATION ON WHICH SIMILAR SECURITIES OF THE COMPANY ARE QUOTED.
IN CONNECTION WITH ANY REGISTRATION STATEMENT FILED
10
HEREUNDER, THE COMPANY WILL PAY THE REASONABLE FEES AND EXPENSES OF A SINGLE
COUNSEL RETAINED BY THE HOLDERS OF A MAJORITY (BY NUMBER OF SHARES) OF THE
REGISTRABLE SECURITIES REQUESTED TO BE INCLUDED IN SUCH REGISTRATION STATEMENT.
THE COMPANY SHALL HAVE NO OBLIGATION TO PAY ANY UNDERWRITING DISCOUNTS OR
COMMISSIONS ATTRIBUTABLE TO THE SALE