AND OTHER RECORDS, ANY PERTINENT
CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY REASONABLY REQUESTED BY SUCH
REPRESENTATIVE, UNDERWRITER, ATTORNEY OR ACCOUNTANT IN CONNECTION WITH SUCH
REGISTRATION STATEMENT; PROVIDED, HOWEVER, THAT ANY RECORDS, INFORMATION OR
DOCUMENTS THAT ARE DESIGNATED BY THE COMPANY IN WRITING AS CONFIDENTIAL SHALL BE
KEPT CONFIDENTIAL BY SUCH PERSONS OR ENTITIES UNLESS DISCLOSURE OF SUCH RECORDS,
INFORMATION OR DOCUMENTS IS REQUIRED BY COURT OR ADMINISTRATIVE ORDER;
(XVIII)
OTHERWISE USE ITS COMMERCIALLY REASONABLE EFFORTS TO
COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE COMMISSION AND RELEVANT
STATE SECURITIES COMMISSIONS, AND MAKE GENERALLY AVAILABLE TO THE INVESTORS
EARNING STATEMENTS SATISFYING THE PROVISIONS OF SECTION 12(A) OF THE SECURITIES
ACT NO LATER THAN FORTY-FIVE (45) DAYS AFTER THE END OF ANY 12-MONTH PERIOD (OR
ONE-HUNDRED TWENTY (120) DAYS, IF SUCH PERIOD IS A FISCAL YEAR) COMMENCING AT
THE END OF ANY FISCAL QUARTER IN WHICH REGISTRABLE STOCK OF SUCH INVESTOR IS
SOLD TO UNDERWRITERS IN AN UNDERWRITTEN OFFERING, OR, IF NOT SOLD TO
UNDERWRITERS IN SUCH AN OFFERING, BEGINNING WITH THE FIRST MONTH OF THE
COMPANY'S FIRST FISCAL QUARTER COMMENCING AFTER THE EFFECTIVE DATE OF A
REGISTRATION STATEMENT, WHICH STATEMENTS SHALL COVER SAID 12-MONTH PERIODS; AND
(XIX)
TAKE ALL SUCH OTHER COMMERCIALLY REASONABLE
ACTIONS AS ARE NECESSARY OR ADVISABLE IN ORDER TO EXPEDITE OR FACILITATE THE
DISPOSITION OF SUCH REGISTRABLE STOCK, INCLUDING USING COMMERCIALLY REASONABLE
EFFORTS TO CAUSE APPROPRIATE OFFICERS AND EMPLOYEES TO BE AVAILABLE, ON A
CUSTOMARY BASIS AND UPON REASONABLE NOTICE, TO MEET WITH PROSPECTIVE INVESTORS
IN PRESENTATIONS, MEETINGS, ROAD SHOWS AND DUE DILIGENCE SESSIONS.
(F)
CONDITIONS TO INVESTOR RIGHTS; INDEMNIFICATION
BY INVESTOR.
IT SHALL BE A CONDITION TO EACH INVESTOR'S RIGHTS HEREUNDER TO
HAVE REGISTRABLE STOCK OWNED BY IT REGISTERED THAT:
(I)
SUCH INVESTOR SHALL COOPERATE WITH THE
COMPANY IN ALL REASONABLE RESPECTS BY SUPPLYING INFORMATION AND EXECUTING
DOCUMENTS RELATING TO SUCH INVESTOR OR THE SECURITIES OF THE COMPANY OWNED BY
SUCH INVESTOR IN CONNECTION WITH SUCH REGISTRATION WHICH ARE REASONABLY
REQUESTED BY THE COMPANY;
23
(II)
SUCH INVESTOR SHALL ENTER INTO SUCH
UNDERTAKINGS AND TAKE SUCH OTHER ACTION RELATING TO THE CONDUCT OF THE PROPOSED
OFFERING WHICH THE COMPANY OR THE UNDERWRITERS MAY REASONABLY REQUEST AS BEING
NECESSARY TO ENSURE COMPLIANCE WITH FEDERAL AND STATE SECURITIES LAWS AND THE
RULES OR OTHER REQUIREMENTS OF THE NASD OR OTHERWISE TO EFFECTUATE THE OFFERING;
AND
(III)
SUCH INVESTOR SHALL EXECUTE AND DELIVER AN
AGREEMENT TO INDEMNIFY AND HOLD HARMLESS THE COMPANY AND EACH UNDERWRITER (AS
DEFINED IN THE SECURITIES ACT), AND EACH PERSON OR ENTITY, IF ANY, WHO CONTROLS
SUCH UNDERWRITER WITHIN THE MEANING OF THE SECURITIES ACT, AGAINST SUCH LOSSES,
CLAIMS, DAMAGES OR LIABILITIES (INCLUDING REIMBURSEMENT FOR LEGAL AND OTHER
EXPENSES) TO WHICH SUCH UNDERWRITER OR CONTROLLING PERSON OR ENTITY MAY BECOME
SUBJECT UNDER THE SECURITIES ACT OR OTHERWISE, IN SUCH MANNER AS IS CUSTOMARY
FOR REGISTRATIONS OF THE TYPE THEN PROPOSED AND, IN ANY EVENT, COMPARABLE IN
SCOPE TO INDEMNITIES GIVEN BY THE COMPANY IN CONNECTION WITH SUCH REGISTRATION,
BUT ONLY WITH RESPECT TO