ADVANCE OF FILING TO PROVIDE THE SHAREHOLDER AND ITS COUNSEL WITH A REASONABLE
OPPORTUNITY TO REVIEW SUCH DOCUMENTS
18
AND COMMENT THEREON, AND THE COMPANY SHALL NOT FILE ANY REGISTRATION STATEMENT
OR PROSPECTUS OR AMENDMENT OR SUPPLEMENT THERETO, INCLUDING DOCUMENTS
INCORPORATED BY REFERENCE, TO WHICH THE SHAREHOLDER OR ITS COUNSEL SHALL
REASONABLY OBJECT.
(V)
STATE SECURITIES LAWS COMPLIANCE.
IF THE SHAREHOLDER HAS INCLUDED
RESTRICTED SHARES IN A REGISTRATION THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO (I) REGISTER OR QUALIFY THE RESTRICTED SHARES COVERED BY
THE REGISTRATION STATEMENT UNDER SUCH SECURITIES OR "BLUE SKY" LAWS OF SUCH
JURISDICTIONS IN THE UNITED STATES AS THE SHAREHOLDER (IN LIGHT OF THE INTENDED
PLAN OF DISTRIBUTION) MAY REQUEST AND (II) TAKE SUCH ACTION NECESSARY TO CAUSE
SUCH RESTRICTED SHARES COVERED BY THE REGISTRATION STATEMENT TO BE REGISTERED
WITH OR APPROVED BY SUCH OTHER FEDERAL OR STATE AUTHORITIES AS MAY BE NECESSARY
BY VIRTUE OF THE BUSINESS AND OPERATIONS OF THE COMPANY AND DO ANY AND ALL OTHER
ACTS AND THINGS THAT MAY BE NECESSARY OR ADVISABLE TO ENABLE THE SHAREHOLDER TO
CONSUMMATE THE DISPOSITION OF SUCH RESTRICTED SHARES IN SUCH JURISDICTIONS;
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO QUALIFY GENERALLY
TO DO BUSINESS IN ANY JURISDICTION WHERE IT WOULD NOT OTHERWISE BE REQUIRED TO
QUALIFY BUT FOR THIS SECTION 3.1.5 OR SUBJECT ITSELF TO TAXATION IN ANY SUCH
JURISDICTION.
(VI)
AGREEMENTS FOR DISPOSITION.
THE COMPANY SHALL ENTER INTO
CUSTOMARY AGREEMENTS (INCLUDING, IF APPLICABLE, AN UNDERWRITING AGREEMENT IN
CUSTOMARY FORM) AND USE COMMERCIALLY REASONABLE EFFORTS TO TAKE SUCH OTHER
ACTIONS AS ARE REQUIRED IN ORDER TO EXPEDITE OR FACILITATE THE DISPOSITION OF
RESTRICTED SHARES.
THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
IN ANY UNDERWRITING AGREEMENT WHICH ARE MADE TO OR FOR THE BENEFIT OF ANY
UNDERWRITERS, TO THE EXTENT APPLICABLE, SHALL ALSO BE MADE TO AND FOR THE
BENEFIT OF THE SHAREHOLDER.
FOR THE AVOIDANCE OF DOUBT, THE SHAREHOLDER MAY NOT
REQUIRE THE COMPANY TO ACCEPT TERMS, CONDITIONS OR PROVISIONS IN ANY SUCH
AGREEMENT WHICH THE COMPANY DETERMINES ARE NOT REASONABLY ACCEPTABLE TO THE
COMPANY, NOTWITHSTANDING ANY AGREEMENT TO THE CONTRARY HEREIN.
THE SHAREHOLDER
SHALL NOT BE REQUIRED TO MAKE ANY REPRESENTATIONS OR WARRANTIES IN THE
UNDERWRITING AGREEMENT EXCEPT AS REASONABLY REQUESTED BY THE COMPANY AND, IF
APPLICABLE, WITH RESPECT TO THE SHAREHOLDER'S ORGANIZATION, GOOD STANDING,
AUTHORITY, TITLE TO RESTRICTED SHARES, LACK OF CONFLICT OF SUCH SALE WITH SUCH
HOLDER'S MATERIAL AGREEMENTS AND ORGANIZATIONAL DOCUMENTS, AND WITH RESPECT TO
WRITTEN INFORMATION RELATING TO THE SHAREHOLDER THAT THE SHAREHOLDER HAS
FURNISHED IN WRITING EXPRESSLY FOR INCLUSION IN SUCH REGISTRATION STATEMENT.
THE SHAREHOLDER, HOWEVER, SHALL AGREE TO SUCH COVENANTS AND INDEMNIFICATION AND
CONTRIBUTION OBLIGATIONS FOR SELLING STOCKHOLDERS AS ARE REASONABLE AND
CUSTOMARILY CONTAINED IN AGREEMENTS OF THAT TYPE.
(VII)
COOPERATION.
THE COMPANY AND ALL OFFICERS AND MEMBERS OF THE
MANAGEMENT OF THE COMPANY, SHALL REASONABLY COOPERATE IN ANY OFFERING OF
RESTRICTED SHARES UNDER THIS AGREEMENT, WHICH COOPERATION SHALL INCLUDE, WITHOUT
LIMITATION, THE PREPARATION OF THE REGISTRATION STATEMENT WITH RESPECT TO SUCH