LETTER COVERING THE SAME MATTERS TO THE GREATEST EXTENT POSSIBLE, AND OTHERWISE
IN CUSTOMARY FORM AND SUBSTANCE), AND (II) AN OPINION, DATED AS OF SUCH DATE, OF
COUNSEL REPRESENTING THE COMPANY FOR PURPOSES OF SUCH REGISTRATION STATEMENT, IN
FORM, SCOPE AND SUBSTANCE AS IS CUSTOMARILY GIVEN TO UNDERWRITERS IN AN
UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO SUCH INVESTOR OR UNDERWRITER, AS THE
CASE MAY BE.
I.
AT THE REASONABLE REQUEST (IN THE
CONTEXT OF THE SECURITIES LAWS) OF ANY INVESTOR OR, IN THE CASE OF AN
UNDERWRITTEN OFFERING, UPON THE REQUEST OF ANY UNDERWRITER, THE COMPANY SHALL
MAKE AVAILABLE FOR INSPECTION DURING REGULAR BUSINESS HOURS BY (I) ANY INVESTOR,
(II) LEGAL COUNSEL AND (III) ONE FIRM OF ACCOUNTANTS OR OTHER AGENTS RETAINED BY
THE INVESTORS (COLLECTIVELY, THE "INSPECTORS"), AND IN THE CASE OF AN
UNDERWRITTEN OFFERING BY ANY UNDERWRITER AND ITS LEGAL COUNSEL AND
REPRESENTATIVES, ALL PERTINENT FINANCIAL AND OTHER RECORDS, AND PERTINENT
CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY (COLLECTIVELY, THE "RECORDS"),
AS SHALL BE REASONABLY DEEMED NECESSARY BY SUCH INSPECTOR OR UNDERWRITER, AS THE
CASE MAY BE, AND CAUSE THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO SUPPLY
ALL INFORMATION THAT ANY INSPECTOR OR UNDERWRITER MAY REASONABLY REQUEST;
PROVIDED, HOWEVER, THAT EACH INSPECTOR SHALL AGREE TO HOLD IN STRICT CONFIDENCE
AND SHALL NOT MAKE ANY DISCLOSURE (EXCEPT TO AN INVESTOR OR UNDERWRITER) OR USE
OF ANY RECORD OR OTHER INFORMATION THAT THE COMPANY DETERMINES IN GOOD FAITH TO
BE CONFIDENTIAL, AND OF WHICH DETERMINATION SUCH INSPECTORS IS SO NOTIFIED,
UNLESS (A) THE DISCLOSURE OF SUCH RECORDS IS NECESSARY TO AVOID OR CORRECT A
MISSTATEMENT OR OMISSION IN ANY REGISTRATION STATEMENT OR IS OTHERWISE REQUIRED
UNDER THE 1933 ACT, (B) THE RELEASE OF SUCH RECORDS IS ORDERED PURSUANT TO A
SUBPOENA OR OTHER ORDER FROM A COURT OR GOVERNMENT BODY OF COMPETENT
JURISDICTION, OR (C) THE INFORMATION IN SUCH RECORDS HAS BEEN MADE GENERALLY
AVAILABLE TO THE PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS OR ANY
OTHER AGREEMENT OF WHICH SUCH INSPECTOR HAS KNOWLEDGE.
EACH INVESTOR AGREES
THAT IT SHALL, UPON LEARNING THAT DISCLOSURE OF SUCH RECORDS IS SOUGHT IN OR BY
A COURT OR GOVERNMENTAL BODY OF COMPETENT JURISDICTION OR THROUGH OTHER MEANS,
GIVE PROMPT NOTICE TO THE COMPANY AND ALLOW THE COMPANY, AT ITS EXPENSE, TO
UNDERTAKE APPROPRIATE ACTION TO PREVENT DISCLOSURE OF, OR TO OBTAIN A PROTECTIVE
ORDER FOR, THE RECORDS DEEMED CONFIDENTIAL.
NOTHING HEREIN (OR ANY OTHER
CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY AND ANY INVESTOR) SHALL BE DEEMED
TO LIMIT ANY INVESTOR'S ABILITY TO SELL REGISTRABLE SECURITIES IN A MANNER THAT
IS OTHERWISE CONSISTENT WITH APPLICABLE LAWS AND REGULATIONS, PROVIDED THAT SUCH
INVESTOR RECEIVING INFORMATION PURSUANT TO THIS SECTION 4(I) COMPLIES WITH ITS
CONFIDENTIALITY OBLIGATIONS PURSUANT TO THIS SECTION 4(I).
J.
THE COMPANY SHALL HOLD IN CONFIDENCE
AND NOT MAKE ANY DISCLOSURE OF INFORMATION CONCERNING AN INVESTOR PROVIDED TO
THE COMPANY UNLESS (I) DISCLOSURE OF SUCH INFORMATION IS NECESSARY TO COMPLY
WITH FEDERAL OR STATE SECURITIES LAWS, (II) THE DISCLOSURE OF SUCH INFORMATION
IS NECESSARY