NOT VIOLATE ANY OBLIGATION ON THE PART OF THE COMPANY TO MAINTAIN THE
CONFIDENTIALITY THEREOF AND SHALL AFFORD EACH PROSPECTIVE PURCHASER OF UNITS THE
OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM AN OFFICER OF THE
COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING AND THE OPPORTUNITY
TO OBTAIN SUCH OTHER ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF
THE EXECUTIVE SUMMARY AND THE COMMISSION DOCUMENTS TO THE EXTENT IT POSSESSES
SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EXPENSE.
(H)
IN CONNECTION WITH THE PLACEMENT AGENT'S DUE DILIGENCE
INVESTIGATION, THE COMPANY SHALL COOPERATE WITH THE PLACEMENT AGENT AND THE
PLACEMENT AGENT'S COUNSEL BY MAKING AVAILABLE TO THE PLACEMENT AGENT'S
REPRESENTATIVES SUCH INFORMATION AS MAY BE APPROPRIATE IN MAKING A REASONABLE
INVESTIGATION OF THE COMPANY AND ITS AFFAIRS.
(I)
SUBJECT TO THE PROVISIONS OF SECTION 4(E) HEREOF, THE COMPANY
SHALL PAY ALL REASONABLE EXPENSES INCURRED IN CONNECTION WITH THE PREPARATION
AND PRINTING OF ALL NECESSARY OFFERING DOCUMENTS AND INSTRUMENTS RELATED TO THE
OFFERING AND THE ISSUANCE OF THE UNITS AND WILL ALSO PAY THE COMPANY'S OWN
EXPENSES FOR ACCOUNTING FEES, LEGAL FEES, AND OTHER COSTS INVOLVED WITH THE
OFFERING.
THE COMPANY WILL PROVIDE AT ITS OWN EXPENSE SUCH QUANTITIES OF THE
EXECUTIVE SUMMARY AND OTHER DOCUMENTS AND INSTRUMENTS RELATING TO THE OFFERING
AS THE PLACEMENT AGENT MAY REASONABLY REQUEST.
IN ADDITION, SUBJECT TO THE
PROVISIONS OF SECTION 4(E) HEREOF, THE COMPANY WILL PAY ALL REASONABLE FILING
FEES, COSTS AND LEGAL FEES FOR BLUE SKY SERVICES AND RELATED FILINGS AND
EXPENSES OF PLACEMENT AGENT'S COUNSEL WITH RESPECT TO BLUE SKY QUALIFICATIONS,
IF ANY, AND THE PREPARATION AND FILING OF THE FORM D REFERRED TO IN (L) BELOW.
(J)
UNTIL THE TERMINATION DATE, NEITHER THE COMPANY NOR ANY PERSON OR
ENTITY ACTING ON ITS BEHALF WILL NEGOTIATE WITH ANY OTHER PLACEMENT AGENT OR
UNDERWRITER WITH RESPECT TO A PRIVATE OR PUBLIC OFFERING OF THE COMPANY'S OR ANY
SUBSIDIARY'S DEBT OR EQUITY SECURITIES.
NEITHER THE COMPANY NOR ANYONE ACTING
ON ITS BEHALF WILL, UNTIL THE TERMINATION DATE, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE PLACEMENT AGENT, OFFER FOR SALE TO, OR SOLICIT OFFERS TO
SUBSCRIBE FOR UNITS OR OTHER SECURITIES OF THE COMPANY FROM, OR OTHERWISE
APPROACH OR NEGOTIATE IN RESPECT THEREOF WITH, ANY OTHER PERSON.
(K)
PRIOR TO THE CLOSING, THE COMPANY WILL NOT INCUR ANY MATERIAL
INDEBTEDNESS OR DISPOSE OF ANY MATERIAL ASSETS OR MAKE ANY MATERIAL ACQUISITION
OR CHANGE IN ITS BUSINESS OR OPERATIONS, EXCEPT WITH THE PLACEMENT AGENT'S
KNOWLEDGE.
(L)
THE COMPANY SHALL FILE A NOTICE OF SALES OF SECURITIES ON FORM D
WITH THE COMMISSION NO LATER THAN FIFTEEN (15) DAYS AFTER THE FIRST SALE OF THE
UNITS.
THE COMPANY SHALL FILE PROMPTLY SUCH AMENDMENTS TO SUCH NOTICE ON FORM D
AS SHALL BECOME NECESSARY AND SHALL ALSO COMPLY WITH ANY FILING REQUIREMENT
IMPOSED BY THE LAWS OF ANY STATE OF JURISDICTION IN WHICH
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offers and sales are made.
The Company shall furnish the Placement Agent with
copies of all filings.
(M)
THE COMPANY