FINAL,
NON-APPEALABLE ORDER FROM A COURT OR GOVERNMENTAL BODY OF COMPETENT
JURISDICTION, OR (IV) SUCH INFORMATION HAS BEEN MADE GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS AGREEMENT OR ANY OTHER
AGREEMENT. THE COMPANY AGREES THAT IT SHALL, UPON LEARNING THAT DISCLOSURE OF
SUCH INFORMATION CONCERNING A HOLDER IS SOUGHT IN OR BY A COURT OR GOVERNMENTAL
BODY OF COMPETENT JURISDICTION OR THROUGH OTHER MEANS, GIVE PROMPT WRITTEN
NOTICE TO SUCH HOLDER AND ALLOW SUCH HOLDER, AT THE HOLDER'S EXPENSE, TO
UNDERTAKE APPROPRIATE ACTION TO PREVENT DISCLOSURE OF, OR TO OBTAIN A PROTECTIVE
ORDER FOR, SUCH INFORMATION.
(N)
ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING, IF APPLICABLE, AN
UNDERWRITING AGREEMENT) AND TAKE SUCH OTHER ACTIONS AS THE HOLDERS PARTICIPATING
IN SUCH OFFERING SHALL REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE THE
DISPOSITION OF THEIR REGISTRABLE SECURITIES (IT BEING UNDERSTOOD THAT THE
HOLDERS OF THE REGISTRABLE SECURITIES WHICH ARE TO BE DISTRIBUTED BY ANY
UNDERWRITERS SHALL BE PARTIES TO ANY SUCH UNDERWRITING AGREEMENT AND MAY, AT
THEIR OPTION, REQUIRE THAT THE COMPANY MAKE TO AND FOR THE BENEFIT OF SUCH
HOLDERS THE REPRESENTATIONS, WARRANTIES AND COVENANTS AND INDEMNIFICATIONS OF
THE COMPANY WHICH ARE BEING MADE TO AND FOR THE BENEFIT OF SUCH UNDERWRITERS).
4.
REGISTRATION EXPENSES.
ALL FEES AND EXPENSES INCIDENT TO THE COMPANY'S
PERFORMANCE OF OR COMPLIANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT
(EXCLUDING ANY UNDERWRITING DISCOUNTS AND SELLING COMMISSIONS) SHALL BE BORNE BY
THE COMPANY WHETHER OR NOT ANY REGISTRABLE SECURITIES ARE SOLD PURSUANT TO A
REGISTRATION STATEMENT. THE FEES AND EXPENSES REFERRED TO IN THE FOREGOING
SENTENCE SHALL INCLUDE, WITHOUT LIMITATION, (I) ALL REGISTRATION AND FILING FEES
(INCLUDING, WITHOUT LIMITATION, FEES AND EXPENSES (A) WITH RESPECT TO FILINGS
REQUIRED TO BE MADE WITH THE TRADING MARKET ON WHICH THE COMMON STOCK IS THEN
LISTED FOR TRADING, AND (B) IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR
BLUE SKY LAWS), (II) PRINTING EXPENSES (INCLUDING, WITHOUT LIMITATION, EXPENSES
OF PRINTING CERTIFICATES FOR REGISTRABLE SECURITIES AND OF PRINTING PROSPECTUSES
IF THE PRINTING OF PROSPECTUSES IS REASONABLY REQUESTED BY THE HOLDERS OF A
MAJORITY OF THE REGISTRABLE SECURITIES INCLUDED IN THE REGISTRATION STATEMENT),
(III) MESSENGER, TELEPHONE AND DELIVERY EXPENSES, (IV) REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL FOR THE
9
COMPANY, (V) SECURITIES ACT LIABILITY INSURANCE, IF THE COMPANY SO DESIRES SUCH
INSURANCE, (VI) FEES AND DISBURSEMENTS OF ALL INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS (INCLUDING, WITHOUT LIMITATION, THE EXPENSES OF ANY "COMFORT"
LETTERS), AND (VII) REASONABLE FEES AND EXPENSES OF ALL OTHER PERSONS RETAINED
BY THE COMPANY IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. IN ADDITION, THE COMPANY SHALL BE RESPONSIBLE
FOR ALL OF ITS INTERNAL EXPENSES INCURRED IN CONNECTION WITH THE CONSUMMATION OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION,
ALL SALARIES AND EXPENSES OF ITS OFFICERS AND EMPLOYEES PERFORMING LEGAL OR
ACCOUNTING DUTIES), THE EXPENSE OF ANY ANNUAL AUDIT AND THE FEES AND EXPENSES
INCURRED IN CONNECTION WITH THE LISTING OF THE REGISTRABLE SECURITIES ON ANY
SECURITIES EXCHANGE AS REQUIRED