CAUSE THE
13
COMPANY'S OFFICERS, DIRECTORS, EMPLOYEES AND INDEPENDENT ACCOUNTANTS TO SUPPLY
ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH SELLER, UNDERWRITER, ATTORNEY,
ACCOUNTANT OR AGENT IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
(J)
OTHERWISE USE ITS BEST EFFORTS TO COMPLY WITH ALL APPLICABLE
RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, AND MAKE
AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS REASONABLY PRACTICABLE, AN
EARNINGS STATEMENT COVERING THE PERIOD OF AT LEAST TWELVE MONTHS BEGINNING WITH
THE FIRST DAY OF THE COMPANY'S FIRST FULL CALENDAR QUARTER AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT, WHICH EARNINGS STATEMENT SHALL SATISFY THE
PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT AND RULE 158 THEREUNDER;
(K)
PERMIT ANY HOLDER OF REGISTRABLE SECURITIES WHICH HOLDER, IN ITS
SOLE AND EXCLUSIVE JUDGMENT, MIGHT BE DEEMED TO BE AN UNDERWRITER OR A
CONTROLLING PERSON OF THE COMPANY, TO PARTICIPATE IN THE PREPARATION OF SUCH
REGISTRATION OR COMPARABLE STATEMENT AND TO REQUIRE THE INSERTION THEREIN OF
MATERIAL, FURNISHED TO THE COMPANY IN WRITING, WHICH IN THE REASONABLE JUDGMENT
OF SUCH HOLDER AND ITS COUNSEL SHOULD BE INCLUDED; AND
(L)
THE COMPANY AGREES TO FILE ALL REPORTS AND SUPPLEMENTS WHICH ARE
REQUIRED TO BE FILED BY THE COMPANY UNDER THE SECURITIES ACT SO THAT IT MAY BE
ELIGIBLE TO EFFECT ANY REGISTRATION OF REGISTRABLE SECURITIES ON FORM S-3 OR ANY
COMPARABLE FORM, SUCCESSOR FORM OR OTHER FORM IF SUCH FORM IS AVAILABLE FOR USE
BY THE COMPANY.
6.
REGISTRATION EXPENSES.
(A)
ALL EXPENSES INCIDENT TO THE COMPANY'S PERFORMANCE OF OR
COMPLIANCE WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ALL REGISTRATION
AND FILING FEES, FEES AND EXPENSES OF COMPLIANCE WITH SECURITIES OR BLUE SKY
LAWS, PRINTING EXPENSES, MESSENGER AND DELIVERY EXPENSES, FEES AND DISBURSEMENTS
OF CUSTODIANS, AND FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND ALL
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, UNDERWRITERS (EXCLUDING DISCOUNTS AND
COMMISSIONS) AND OTHER PERSONS RETAINED BY THE COMPANY SHALL BE PAID BY THE
COMPANY (ALL SUCH EXPENSES BEING HEREIN CALLED "REGISTRATION EXPENSES") AND THE
COMPANY SHALL PAY ITS INTERNAL EXPENSES (INCLUDING, WITHOUT LIMITATION, ALL
SALARIES AND EXPENSES OF ITS OFFICERS AND EMPLOYEES PERFORMING LEGAL OR
ACCOUNTING DUTIES), THE EXPENSE OF ANY ANNUAL AUDIT OR QUARTERLY REVIEW, THE
EXPENSE OF ANY LIABILITY INSURANCE AND THE EXPENSES AND FEES FOR LISTING THE
SECURITIES TO BE REGISTERED ON EACH SECURITIES EXCHANGE ON WHICH SIMILAR
SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED OR ON THE NASD AUTOMATED
QUOTATION SYSTEM.
(B)
IN CONNECTION WITH EACH DEMAND REGISTRATION AND EACH PIGGYBACK
REGISTRATION, THE COMPANY SHALL REIMBURSE THE HOLDERS OF REGISTRABLE SECURITIES
INCLUDED IN SUCH REGISTRATION FOR THE REASONABLE FEES AND DISBURSEMENTS OF ONE
COUNSEL CHOSEN BY THE HOLDERS OF A MAJORITY OF THE REGISTRABLE SECURITIES
INCLUDED IN SUCH REGISTRATION.
(C)
TO THE EXTENT REGISTRATION EXPENSES ARE NOT REQUIRED TO BE PAID BY
THE COMPANY, EACH HOLDER OF SECURITIES INCLUDED IN ANY REGISTRATION HEREUNDER
SHALL PAY THOSE REGISTRATION EXPENSES ALLOCABLE TO THE REGISTRATION OF SUCH
HOLDER'S SECURITIES SO INCLUDED, AND ANY REGISTRATION EXPENSES NOT SO ALLOCABLE
SHALL BE BORNE BY