CONDUCTED BY THE COMPANY, UNLESS (I) COMPELLED TO DISCLOSE BY JUDICIAL OR
ADMINISTRATIVE PROCESS OR BY OTHER REQUIREMENTS OF LAW OR GOVERNMENTAL
AUTHORITIES OR (II) DISCLOSED IN AN ACTION BROUGHT BY A PARTY HERETO IN PURSUIT
OF ITS RIGHTS OR IN THE EXERCISE OF ITS REMEDIES HEREUNDER; PROVIDED, HOWEVER,
THAT IN THE EVENT DISCLOSURE IS REQUIRED BY APPLICABLE LAW, THE INVESTORS SHALL,
TO THE EXTENT REASONABLY POSSIBLE, PROVIDE THE COMPANY WITH PROMPT
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NOTICE OF SUCH REQUIREMENT PRIOR TO MAKING ANY DISCLOSURE SO THAT THE COMPANY
MAY SEEK AN APPROPRIATE PROTECTIVE ORDER.
FOR PURPOSES OF THIS
SECTION 9(A)(III), "CONFIDENTIAL INFORMATION" DOES NOT INCLUDE, AND THERE SHALL
BE NO OBLIGATION HEREUNDER WITH RESPECT TO, INFORMATION THAT (I) IS GENERALLY
AVAILABLE TO THE PUBLIC ON THE DATE OF THIS AGREEMENT OR (II) BECOMES GENERALLY
AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE NOT OTHERWISE
PERMISSIBLE THEREUNDER.
(B)
OTHER INFORMATION.
THE COMPANY AND ANY SUBSIDIARY
OF THE COMPANY SHALL PROVIDE TO EACH PRINCIPAL INVESTOR, AND AS APPLICABLE
CREATE AND/OR GENERATE, ANY INFORMATION AS A PRINCIPAL INVESTOR MAY REASONABLY
REQUEST, INCLUDING TRUE AND CORRECT COPIES OF ALL DOCUMENTS, REPORTS, FINANCIAL
DATA AND OTHER INFORMATION.
SECTION 10.
REGULATORY MATTERS
(A)
COOPERATION OF OTHER STOCKHOLDERS.
EACH INVESTOR
AGREES TO COOPERATE WITH THE COMPANY IN ALL REASONABLE RESPECTS IN COMPLYING
WITH THE TERMS AND PROVISIONS OF THE LETTER AGREEMENT BETWEEN THE COMPANY AND
THE JPMP INVESTORS, A COPY OF WHICH IS ATTACHED HERETO AS EXHIBIT B, REGARDING
REGULATORY MATTERS (THE " REGULATORY SIDELETTER"), INCLUDING VOTING TO APPROVE
AMENDING THE COMPANY CHARTER, THE COMPANY'S BYLAWS OR THIS AGREEMENT IN A MANNER
REASONABLY ACCEPTABLE TO THE PARTIES AND THE JPMP INVESTORS ENTITLED TO MAKE
SUCH REQUEST PURSUANT TO THE REGULATORY SIDELETTER IN ORDER TO REMEDY A
REGULATORY PROBLEM (AS DEFINED IN THE REGULATORY SIDELETTER).
(B)
COVENANT NOT TO AMEND.
THE COMPANY AND EACH PARTY
AGREES NOT TO AMEND OR WAIVE THE VOTING OR OTHER PROVISIONS OF THE COMPANY
CHARTER, THE COMPANY'S BYLAWS, THIS AGREEMENT OR ANY AGREEMENT LISTED ON
SCHEDULE 10(B) HERETO IF SUCH AMENDMENT OR WAIVER WOULD CAUSE THE JPMP INVESTORS
TO HAVE A REGULATORY PROBLEM.
THE JPMP INVESTORS AGREE TO NOTIFY THE COMPANY AS
TO WHETHER OR NOT IT WOULD HAVE A REGULATORY PROBLEM PROMPTLY AFTER THE JPMP
INVESTORS HAVE NOTICE OF SUCH AMENDMENT OR WAIVER.
(C)
EXCEPTION.
ANYTHING CONTAINED IN THIS SECTION 10
TO THE CONTRARY NOTWITHSTANDING, NO INVESTOR SHALL BE REQUIRED UNDER THIS
SECTION 10 TO TAKE ANY ACTION OR ABSTAIN FROM TAKING ANY ACTION THAT WOULD
ADVERSELY AFFECT SUCH INVESTOR'S INVESTMENT IN THE COMPANY OR REASONABLE
EXPECTATIONS RELATED TO THE TRANSACTIONS CONTEMPLATED BY SUCH INVESTMENT.
SECTION 11.
EFFECTIVENESS OF AGREEMENT
This Agreement shall become effective at the Effective Time.
Prior to the
Effective Time, this Agreement shall have no force or effect, and no Investor
shall have any rights, obligations or claims against or with respect to the
Company or any other Investor pursuant to this Agreement (it being understood
and agreed that prior to the Effective Time the