THE COMPANY SHALL PERMIT EACH SHAREHOLDER OWNING TEN PERCENT
(10%) OR MORE OF THE COMPANY'S OUTSTANDING COMMON STOCK (INCLUDING THE WARRANT)
AND SUCH SHAREHOLDER'S ACCOUNTANTS AND COUNSEL, AT SUCH SHAREHOLDER'S EXPENSE,
TO VISIT AND INSPECT THE COMPANY'S PROPERTIES, TO EXAMINE ITS BOOKS OF ACCOUNT
AND RECORDS AND TO DISCUSS THE COMPANY'S AFFAIRS, FINANCES AND ACCOUNTS WITH ITS
OFFICERS, ALL AT SUCH REASONABLE TIMES AS MAY BE REQUESTED BY SUCH SHAREHOLDER;
14
PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE OBLIGATED PURSUANT TO THIS
SECTION 7.2 TO PROVIDE ACCESS TO ANY INFORMATION (A) THAT IT REASONABLY
CONSIDERS TO BE A TRADE SECRET OR SIMILAR CONFIDENTIAL INFORMATION (UNLESS
COVERED BY AN ENFORCEABLE CONFIDENTIALITY AGREEMENT, IN FORM ACCEPTABLE TO THE
COMPANY) OR (B) WOULD ADVERSELY AFFECT THE ATTORNEY-CLIENT PRIVILEGE BETWEEN THE
COMPANY AND ITS COUNSEL.
SECTION 7.3
TERMINATION.
THE OBLIGATIONS SET FORTH IN THIS ARTICLE
VII SHALL TERMINATE UPON THE EARLIER TO OCCUR AND SHALL NOT BE APPLICABLE TO
TRANSFERS OCCURRING AS PART OF (A) A QUALIFIED PUBLIC OFFERING OR (B) A SALE OF
THE COMPANY.
ARTICLE VIII
REPRESENTATIONS
SECTION 8.1
SHAREHOLDER REPRESENTATIONS.
EACH SHAREHOLDER
INDIVIDUALLY REPRESENTS AND WARRANTS AS FOLLOWS:
(A)
NO OTHER OR CONFLICTING ARRANGEMENTS.
EXCEPT FOR THIS AGREEMENT,
A VOTING AGREEMENT IN CONNECTION WITH THE MERGER, THE MERGER AGREEMENT, THE EGI
PURCHASE AGREEMENT AND THE ESOP PURCHASE AGREEMENT, IT HAS NOT ENTERED INTO ANY
OTHER VOTING TRUST, BUY-SELL, SHAREHOLDER OR OTHER AGREEMENT RELATING TO THE
SHARES, OR ANY ARRANGEMENT, UNDERSTANDING OR RESTRICTION WITH RESPECT TO THE
VOTING OF THE SHARES, AND NO PROXY, POWER OF ATTORNEY OR OTHER AUTHORIZATION HAS
BEEN GRANTED RELATING TO THE SHARES.
OTHER THAN THE WARRANT AGREEMENT, SUCH
SHAREHOLDER IS NOT A PARTY TO ANY OPTION, WARRANT, PURCHASE RIGHT OR OTHER
CONTRACT, COMMITMENT OR ARRANGEMENT THAT COULD REQUIRE A DISPOSITION OF ANY
SHARES OR THE WARRANT BY SUCH SHAREHOLDER OR A TRANSFER OF SHARES OR THE WARRANT
TO ANY PERSON THAT WOULD CAUSE THE S CORPORATION STATUS OF THE COMPANY TO
TERMINATE.
OTHER THAN PURSUANT TO THIS AGREEMENT, THE WARRANT AGREEMENT AND THE
ESOP PLEDGE AGREEMENT, THERE ARE NO RESTRICTIONS ON RIGHTS OF DISPOSITION OR
PLEDGE, CHARGE OR OTHER ENCUMBRANCE OR RESTRICTION PERTAINING TO SUCH
SHAREHOLDER'S SHARES OR THE WARRANT.
(B)
POWER AND AUTHORITY.
THE SHAREHOLDER HAS ALL REQUISITE POWER AND
AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
(C)
BINDING EFFECT.
THE AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY SUCH SHAREHOLDER AND IS A VALID AND BINDING AGREEMENT OF SUCH
SHAREHOLDER, ENFORCEABLE AGAINST SUCH SHAREHOLDER IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR OTHER SIMILAR LAWS RELATING TO CREDITORS' RIGHTS GENERALLY AND BY
EQUITABLE PRINCIPLES TO WHICH THE REMEDIES OF SPECIFIC PERFORMANCE AND
INJUNCTIVE AND SIMILAR FORMS OF RELIEF ARE SUBJECT.
SECTION 8.2
COMPANY REPRESENTATIONS.
THE COMPANY REPRESENTS AND
WARRANTS AS FOLLOWS:
(A)
POWER AND AUTHORITY.
THE COMPANY HAS ALL REQUISITE CORPORATE
POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS
HEREUNDER.
(B)
BINDING EFFECT.
THE