ATTORNEY-CLIENT PRIVILEGE.
(G)
INSPECTION:
VISIT AND INSPECT THE COMPANY'S
PROPERTIES, TO EXAMINE ITS BOOKS OF ACCOUNT AND RECORDS, AND TO DISCUSS THE
COMPANY'S AFFAIRS, FINANCES AND ACCOUNTS WITH COMPANY MANAGEMENT, ALL AT SUCH
TIMES AS MAY BE REASONABLY REQUESTED BY SUCH INVESTOR DURING THE COMPANY'S
NORMAL BUSINESS HOURS.
5.3
OBSERVATION RIGHTS.
FOR SO LONG AS THE
INVESTORS CONTINUE TO HOLD AT LEAST 300,000 SHARES OF COMMON STOCK OF THE
COMPANY, IN THE AGGREGATE, THEN THE INVESTORS SHALL HAVE THE RIGHT TO DESIGNATE
ONE PERSON WHO SHALL BE ENTITLED TO NOTICE OF, TO ATTEND, AND PARTICIPATE IN, AS
A NON-VOTING OBSERVER, AND TO ANY DOCUMENTATION DISTRIBUTED TO MEMBERS BEFORE,
DURING AND AFTER, ALL MEETINGS OF THE BOARD OF DIRECTORS AND ALL MEETINGS OF ANY
COMMITTEE OF THE BOARD OF DIRECTORS EXCLUDING ANY COMMITTEE MEETING OF THE BOARD
OF DIRECTORS WHERE THE COMMITTEE IS REQUIRED TO BE COMPRISED SOLELY OF
INDEPENDENT DIRECTORS OR, IN THE EVENT THAT LESS THAN ALL OF THE COMMITTEE
MEMBERS ARE REQUIRED TO BE INDEPENDENT, WHERE THE PRESENCE OF SUCH OBSERVER
WOULD CAUSE THE COMPOSITION OF SUCH COMMITTEE TO NOT BE IN COMPLIANCE WITH THE
AMEX COMPANY GUIDE, AS IT EXISTS AT THE TIME OF THE COMMITTEE MEETING AT ISSUE.
THE COMPANY RESERVES THE RIGHT TO EXCLUDE SUCH OBSERVER FROM ANY MEETING OF THE
BOARD OF DIRECTORS OR ANY COMMITTEE THEREOF, AND TO WITHHOLD ACCESS TO ANY
MATERIAL OR PORTION THEREOF PROVIDED TO THE DIRECTORS OR MEMBERS OF SUCH
COMMITTEE, IF THE BOARD OF DIRECTORS BELIEVES (A) IN RELIANCE UPON THE ADVICE OF
COUNSEL THAT SUCH EXCLUSION IS REASONABLY NECESSARY TO PRESERVE THE
ATTORNEY-CLIENT PRIVILEGE, OR (B) THE BOARD OF DIRECTORS DETERMINES IN GOOD
FAITH THAT THERE EXISTS A CONFLICT OF INTEREST WITH RESPECT TO SUCH OBSERVER AND
A PARTICULAR MATTER OR TRANSACTION UNDER CONSIDERATION BY THE BOARD OF
DIRECTORS.
THE COMPANY WILL USE ITS BEST EFFORTS TO ENSURE THAT ANY WITHHOLDING
OF INFORMATION OR ANY RESTRICTION ON ATTENDANCE AS SET FORTH ABOVE IS STRICTLY
LIMITED ONLY TO THE EXTENT NECESSARY AS SET FORTH IN THE TWO PRECEDING
SENTENCES.
THE COMPANY WILL REIMBURSE THE OBSERVERS APPOINTED PURSUANT TO THIS
SECTION 5.3 FOR ALL REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THEM IN
ATTENDING MEETINGS OF THE BOARD OF DIRECTORS AND/OR COMMITTEES THEREOF.
ARTICLE VI
COVENANTS
6.1
BEST EFFORTS.
EACH PARTY WILL USE ITS
REASONABLE BEST EFFORTS TO SATISFY IN A TIMELY FASHION EACH OF THE CONDITIONS TO
BE SATISFIED BY IT UNDER ARTICLE VIII OF THIS AGREEMENT.
6.2
FORM D; BLUE SKY LAWS.
THE COMPANY WILL
TIMELY FILE A NOTICE OF SALE OF SECURITIES ON FORM D WITH RESPECT TO THE COMMON
SHARES, AS REQUIRED UNDER REGULATION D PROMULGATED BY THE COMMISSION UNDER THE
SECURITIES ACT.
THE COMPANY WILL, ON OR BEFORE THE CLOSING DATE, TAKE SUCH
ACTION AS IT REASONABLY DETERMINES TO BE NECESSARY TO QUALIFY THE COMMON SHARES
FOR SALE TO THE INVESTORS UNDER THIS AGREEMENT UNDER APPLICABLE SECURITIES (OR
"BLUE SKY") LAWS OF THE STATES OF THE UNITED STATES (OR TO OBTAIN AN EXEMPTION
FROM SUCH QUALIFICATION).