AND/OR MARKET ON WHICH THE
COMMON STOCK IS THEN LISTED AND/OR QUOTED AND PREPARE AND FILE ANY REQUIRED
FILINGS WITH THE FINANCIAL INDUSTRY REGULATORY AUTHORITY OR ANY EXCHANGE OR
MARKET WHERE THE COMMON STOCK IS THEN LISTED AND/OR TRADED.
(H)
IF APPLICABLE, AT A HOLDER'S REQUEST, TAKE
ALL STEPS NECESSARY TO ENABLE EACH PARTICIPATING HOLDER TO AVAIL THEMSELVES OF
THE PROSPECTUS DELIVERY MECHANISM SET FORTH IN RULE 153 (OR SUCCESSOR THERETO)
UNDER THE SECURITIES ACT.
6.
HOLDER DEEMED AN UNDERWRITER.
IN THE
EVENT THAT A HOLDER SELLING REGISTRABLE SECURITIES IS DEEMED TO BE AN
UNDERWRITER, THE COMPANY SHALL ENTER INTO SUCH CUSTOMARY AGREEMENTS WITH SUCH
HOLDER AS WOULD CUSTOMARILY BE ENTERED INTO WITH AN UNDERWRITER (EXCLUDING
PROVISIONS FOR THE PURCHASE AND SALE OF THE COMMON STOCK AND ANY DISCOUNTS OR
OTHER CONSIDERATION) AND:
(A)
MAKE SUCH REPRESENTATIONS AND WARRANTIES TO
SUCH HOLDER IN FORM, SUBSTANCE AND SCOPE AS ARE CUSTOMARILY MADE BY ISSUERS TO
UNDERWRITERS IN SECONDARY OFFERINGS;
(B)
CAUSE TO BE DELIVERED, IF REQUESTED, TO SUCH
HOLDER OPINIONS OF INDEPENDENT COUNSEL TO THE COMPANY, ON AND DATED AS OF THE
EFFECTIVE DAY OF THE REGISTRATION STATEMENT, AND WITHIN 90 DAYS FOLLOWING THE
END OF EACH FISCAL YEAR THEREAFTER, WHICH COUNSEL AND OPINIONS (IN FORM, SCOPE
AND SUBSTANCE) SHALL BE REASONABLY SATISFACTORY TO SUCH HOLDER AND THEIR COUNSEL
AND COVERING, WITHOUT LIMITATION, SUCH MATTERS AS THE DUE AUTHORIZATION AND
ISSUANCE OF THE SECURITIES BEING REGISTERED AND COMPLIANCE WITH SECURITIES LAWS
BY THE COMPANY IN CONNECTION WITH THE AUTHORIZATION, ISSUANCE AND REGISTRATION
THEREOF AND OTHER MATTERS THAT ARE CUSTOMARILY GIVEN TO UNDERWRITERS IN
UNDERWRITTEN OFFERINGS, ADDRESSED TO SUCH HOLDER;
(C)
CAUSE TO BE DELIVERED, IMMEDIATELY PRIOR TO
THE EFFECTIVENESS OF THE REGISTRATION STATEMENT, AND AT THE BEGINNING OF EACH
FISCAL YEAR FOLLOWING A YEAR DURING WHICH THE COMPANY'S INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS SHALL HAVE REVIEWED ANY OF THE COMPANY'S BOOKS
6
OR RECORDS, A "COMFORT" LETTER FROM THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS ADDRESSED TO SUCH HOLDER, STATING THAT SUCH ACCOUNTANTS ARE
INDEPENDENT PUBLIC ACCOUNTANTS WITHIN THE MEANING OF THE SECURITIES ACT AND THE
APPLICABLE PUBLISHED RULES AND REGULATIONS THEREUNDER, AND OTHERWISE IN
CUSTOMARY FORM AND COVERING SUCH FINANCIAL AND ACCOUNTING MATTERS AS ARE
CUSTOMARILY COVERED BY LETTERS OF THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
DELIVERED IN CONNECTION WITH SECONDARY OFFERINGS; SUCH ACCOUNTANTS SHALL HAVE
UNDERTAKEN IN EACH SUCH LETTER TO UPDATE THE SAME QUARTERLY DURING EACH SUCH
FISCAL YEAR FOR WHICH SUCH BOOKS OR RECORDS ARE BEING REVIEWED SO THAT EACH SUCH
LETTER SHALL REMAIN CURRENT, CORRECT AND COMPLETE AS OF THE END OF SUCH
ACCOUNTANT'S REVIEW OF THE COMPANY'S QUARTERLY FINANCIAL STATEMENTS; AND EACH
SUCH LETTER AND UPDATE THEREOF, IF ANY, SHALL BE REASONABLY SATISFACTORY TO SUCH
HOLDER(S);
(D)
SHALL INCLUDE IN SUCH AGREEMENTS CUSTOMARY
INDEMNIFICATION AND CONTRIBUTION PROVISIONS TO AND FROM UNDERWRITERS; AND
(E)
DELIVER SUCH DOCUMENTS AND CERTIFICATES AS
MAY BE REASONABLY REQUESTED BY THE HOLDER TO EVIDENCE COMPLIANCE WITH CLAUSE
(A) ABOVE AND WITH ANY CUSTOMARY CONDITIONS CONTAINED IN UNDERWRITING
AGREEMENTS, IF ANY.
7.
EXPENSES OF