STOCKHOLDER SUCH ADDITIONAL INFORMATION REGARDING THE COMPANY'S AND ITS
SUBSIDIARIES' AFFAIRS, FINANCES AND ACCOUNTS AS EACH SUCH STOCKHOLDER MAY
REASONABLY REQUEST UPON REASONABLE NOTICE AND (II) PROVIDE TO THE
REPRESENTATIVES OF SUCH STOCKHOLDER DESIGNATED BY THE STOCKHOLDER, DURING NORMAL
BUSINESS HOURS, UPON REASONABLE NOTICE AND AT SUCH STOCKHOLDER'S EXPENSE,
REASONABLE ACCESS TO THE BOOKS AND RECORDS OF THE COMPANY AND ITS SUBSIDIARIES.
(C)
ADDITIONAL INFORMATION.
EACH OF THE
STOCKHOLDERS AGREES THAT, FROM THE DATE OF THIS AGREEMENT AND FOR SO LONG AS IT
SHALL OWN ANY EQUITY SECURITIES, IT WILL FURNISH THE COMPANY SUCH NECESSARY
INFORMATION AND REASONABLE ASSISTANCE AS THE COMPANY MAY REASONABLY REQUEST IN
CONNECTION WITH (I) THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND (II) THE PREPARATION AND
FILING OF ANY REPORTS, FILINGS, APPLICATIONS, CONSENTS OR AUTHORIZATIONS WITH
ANY GOVERNMENTAL ENTITY UNDER ANY APPLICABLE LAW.
EACH STOCKHOLDER PROPOSING TO
MAKE A TRANSFER PURSUANT TO ARTICLE II SHALL PROVIDE THE COMPANY WITH ANY
INFORMATION REASONABLY REQUESTED BY THE COMPANY IN ORDER TO DETERMINE WHETHER
THE PROPOSED TRANSFER WOULD BE A PROHIBITED TRANSACTION.
1.4
CORPORATE OPPORTUNITIES.
EXCEPT AS
OTHERWISE PROVIDED IN THE SECOND SENTENCE OF THIS SECTION 1.4, (I) NO
STOCKHOLDER AND NO STOCKHOLDER, MEMBER, MANAGER, PARTNER OR AFFILIATE OF ANY
STOCKHOLDER OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (EVEN
IF ALSO AN OFFICER OR DIRECTOR OF THE COMPANY) (ANY OF THE FOREGOING, A
"STOCKHOLDER GROUP MEMBER") SHALL HAVE ANY DUTY TO COMMUNICATE OR PRESENT AN
INVESTMENT OR BUSINESS OPPORTUNITY OR PROSPECTIVE ECONOMIC ADVANTAGE TO THE
COMPANY OR ANY OF ITS SUBSIDIARIES IN WHICH THE COMPANY OR ONE OF ITS
SUBSIDIARIES MAY, BUT FOR THE PROVISIONS OF THIS SECTION 1.4, HAVE AN INTEREST
OR EXPECTANCY ("CORPORATE OPPORTUNITY"), AND (II) NO STOCKHOLDER OR ANY
STOCKHOLDER GROUP MEMBER (EVEN IF ALSO AN OFFICER OR DIRECTOR OF THE COMPANY)
WILL BE DEEMED TO HAVE BREACHED ANY FIDUCIARY OR OTHER DUTY OR OBLIGATION TO THE
COMPANY BY REASON OF THE FACT THAT ANY SUCH PERSON PURSUES OR ACQUIRES A
CORPORATE OPPORTUNITY FOR ITSELF OR ITS AFFILIATES OR DIRECTS, SELLS, ASSIGNS OR
TRANSFERS SUCH CORPORATE OPPORTUNITY TO ANOTHER PERSON OR DOES NOT COMMUNICATE
INFORMATION REGARDING SUCH CORPORATE OPPORTUNITY TO THE COMPANY.
THE COMPANY,
ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, RENOUNCES ANY INTEREST IN A CORPORATE
OPPORTUNITY AND ANY EXPECTANCY THAT A CORPORATE OPPORTUNITY WILL BE OFFERED TO
THE COMPANY; PROVIDED THAT THE COMPANY DOES NOT RENOUNCE ANY INTEREST OR
EXPECTANCY IT MAY HAVE IN ANY CORPORATE OPPORTUNITY THAT IS OFFERED TO AN
OFFICER OR DIRECTOR OF THE COMPANY IN HIS OR HER CAPACITY AS AN OFFICER OR
DIRECTOR OF THE COMPANY, WHETHER OR NOT SUCH INDIVIDUAL IS ALSO AN OFFICER OR
DIRECTOR OF A STOCKHOLDER, IF SUCH CORPORATE OPPORTUNITY IS OFFERED TO SUCH
INDIVIDUAL BECAUSE THE PERSON OFFERING SUCH CORPORATE OPPORTUNITY SPECIFICALLY
WISHES TO DO BUSINESS WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES, AND THE
STOCKHOLDERS RECOGNIZE THAT THE COMPANY RESERVES SUCH RIGHTS.
4
NOTHING HEREIN SHALL BE CONSTRUED TO REQUIRE ANY PERSON