SHALL BE AFFORDED A COMMERCIALLY REASONABLE OPPORTUNITY TO CONDUCT A DUE
DILIGENCE INVESTIGATION IN COMPLIANCE WITH APPLICABLE LAW WITH RESPECT TO ISSUER
CUSTOMARY IN SCOPE FOR PRIVATE PLACEMENTS OF EQUITY SECURITIES (INCLUDING,
WITHOUT LIMITATION, THE RIGHT TO HAVE MADE AVAILABLE TO THEM FOR INSPECTION ALL
FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND OTHER INFORMATION
REASONABLY REQUESTED BY THEM), SUBJECT TO EXECUTION BY SUCH RECIPIENTS OF
CUSTOMARY CONFIDENTIALITY AGREEMENTS REASONABLY ACCEPTABLE TO ISSUER;
(B)
BUYER (OR AN AFFILIATE OF BUYER DESIGNATED BY BUYER) AND ISSUER
SHALL ENTER INTO AN AGREEMENT (A "PRIVATE PLACEMENT AGREEMENT") ON COMMERCIALLY
REASONABLE TERMS IN CONNECTION WITH THE PRIVATE PLACEMENT OF SUCH SHARES OR
SHARE TERMINATION DELIVERY UNITS, AS THE CASE MAY BE, BY ISSUER TO BUYER OR SUCH
AFFILIATE AND THE PRIVATE RESALE OF SUCH SHARES BY BUYER OR SUCH AFFILIATE,
SUBSTANTIALLY SIMILAR TO PRIVATE PLACEMENT PURCHASE AGREEMENTS CUSTOMARY FOR
PRIVATE PLACEMENTS OF EQUITY SECURITIES, IN FORM AND SUBSTANCE COMMERCIALLY
REASONABLY SATISFACTORY TO BUYER AND ISSUER, WHICH PRIVATE PLACEMENT AGREEMENT
SHALL INCLUDE, WITHOUT LIMITATION, PROVISIONS SUBSTANTIALLY SIMILAR TO THOSE
CONTAINED IN SUCH PRIVATE PLACEMENT PURCHASE AGREEMENTS RELATING TO THE
INDEMNIFICATION OF, AND CONTRIBUTION IN CONNECTION WITH THE LIABILITY OF, BUYER
AND ITS AFFILIATES AND ISSUER, SHALL PROVIDE FOR THE PAYMENT BY ISSUER OF ALL
EXPENSES IN CONNECTION WITH SUCH RESALE, INCLUDING ALL FEES AND EXPENSES OF
COUNSEL FOR BUYER, SHALL CONTAIN REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
ISSUER REASONABLY NECESSARY OR ADVISABLE TO ESTABLISH AND MAINTAIN THE
AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT FOR SUCH RESALES, AND SHALL USE BEST EFFORTS TO PROVIDE FOR THE
DELIVERY OF ACCOUNTANTS' "COMFORT LETTERS" TO BUYER OR SUCH AFFILIATE WITH
RESPECT TO THE FINANCIAL STATEMENTS AND CERTAIN FINANCIAL INFORMATION CONTAINED
IN OR INCORPORATED BY REFERENCE INTO THE OFFERING MEMORANDUM PREPARED FOR THE
RESALE OF SUCH SHARES; AND
(C)
ISSUER AGREES THAT ANY SHARES OR SHARE TERMINATION DELIVERY UNITS
SO DELIVERED TO DEALER, (I) MAY BE TRANSFERRED BY AND AMONG DEALER AND ITS
AFFILIATES, AND ISSUER SHALL EFFECT SUCH TRANSFER WITHOUT ANY FURTHER ACTION BY
DEALER AND (II) AFTER THE MINIMUM "HOLDING PERIOD" WITHIN THE MEANING OF RULE
144(D) UNDER THE SECURITIES ACT HAS ELAPSED WITH RESPECT TO SUCH SHARES OR ANY
SECURITIES ISSUED BY ISSUER COMPRISING SUCH SHARE TERMINATION DELIVERY UNITS,
ISSUER SHALL PROMPTLY REMOVE, OR CAUSE THE TRANSFER AGENT FOR SUCH SHARES OR
SECURITIES TO REMOVE, ANY LEGENDS REFERRING TO ANY SUCH RESTRICTIONS OR
REQUIREMENTS FROM SUCH SHARES OR SECURITIES UPON DELIVERY BY DEALER (OR SUCH
AFFILIATE OF DEALER) TO ISSUER OR SUCH TRANSFER AGENT OF SELLER'S AND BROKER'S
REPRESENTATION LETTERS CUSTOMARILY DELIVERED BY DEALER IN CONNECTION WITH
RESALES OF RESTRICTED SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT,
WITHOUT ANY FURTHER REQUIREMENT FOR THE DELIVERY OF ANY CERTIFICATE, CONSENT,
AGREEMENT, OPINION OF COUNSEL, NOTICE OR ANY OTHER DOCUMENT, ANY TRANSFER TAX
STAMPS OR PAYMENT OF ANY OTHER AMOUNT OR ANY OTHER ACTION BY DEALER (OR SUCH
AFFILIATE OF DEALER).
(C)
MAKE-WHOLE SHARES.
IF ISSUER MAKES THE ELECTION DESCRIBED IN
CLAUSE (B)(I)(B)