POST-EFFECTIVE
AMENDMENT SUCH INFORMATION AS SUCH INVESTOR REQUESTS TO BE INCLUDED THEREIN
RELATING TO THE SALE AND DISTRIBUTION OF REGISTRABLE SECURITIES, INCLUDING
INFORMATION WITH RESPECT TO SUCH INVESTOR, THE NUMBER OF REGISTRABLE SECURITIES
BEING OFFERED OR SOLD, THE PURCHASE PRICE BEING PAID THEREFOR AND ANY OTHER
TERMS OF THE OFFERING OF THE REGISTRABLE SECURITIES TO BE SOLD IN SUCH OFFERING;
(II) AS SOON AS PRACTICABLE MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AFTER BEING NOTIFIED OF THE MATTERS TO BE
INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT; AND
(III) AS SOON AS REASONABLY PRACTICABLE, SUPPLEMENT OR MAKE AMENDMENTS TO ANY
REGISTRATION STATEMENT OR PROSPECTUS IF REASONABLY REQUESTED BY AN INVESTOR.
O.
THE COMPANY SHALL USE ALL COMMERCIALLY REASONABLE EFFORTS TO
CAUSE THE REGISTRABLE SECURITIES COVERED BY THE APPLICABLE REGISTRATION
STATEMENT TO BE REGISTERED WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES
OR AUTHORITIES IN THE UNITED STATES AS MAY BE NECESSARY TO CONSUMMATE THE
DISPOSITION OF SUCH REGISTRABLE SECURITIES.
P.
THE COMPANY SHALL MAKE GENERALLY AVAILABLE TO ITS SECURITY
HOLDERS AS SOON AS PRACTICAL, BUT NOT LATER THAN NINETY (90) DAYS AFTER THE
CLOSE OF THE PERIOD COVERED THEREBY, AN EARNINGS STATEMENT (IN FORM COMPLYING
WITH THE PROVISIONS OF RULE 158 UNDER THE 1933 ACT) COVERING A 12-MONTH PERIOD
BEGINNING NOT LATER THAN THE FIRST DAY OF THE COMPANY'S FISCAL QUARTER NEXT
FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT.
Q.
THE COMPANY SHALL OTHERWISE USE ALL COMMERCIALLY REASONABLE
EFFORTS TO COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN
CONNECTION WITH ANY REGISTRATION HEREUNDER.
R.
WITHIN TWO (2) BUSINESS DAYS AFTER A REGISTRATION STATEMENT THAT
COVERS APPLICABLE REGISTRABLE SECURITIES IS ORDERED EFFECTIVE BY THE SEC, THE
COMPANY SHALL DELIVER, AND SHALL CAUSE LEGAL COUNSEL FOR THE COMPANY TO DELIVER,
TO THE TRANSFER AGENT FOR SUCH REGISTRABLE SECURITIES (WITH COPIES TO THE
INVESTOR WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN SUCH REGISTRATION
STATEMENT) CONFIRMATION THAT SUCH REGISTRATION STATEMENT HAS BEEN DECLARED
EFFECTIVE BY THE SEC IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS EXHIBIT A,
PROVIDED THAT IF THE COMPANY CHANGES ITS TRANSFER AGENT, IT SHALL IMMEDIATELY
DELIVER ANY PREVIOUSLY DELIVERED NOTICES UNDER THIS SECTION 3(R) AND ANY
SUBSEQUENT NOTICES TO SUCH NEW TRANSFER AGENT.
S.
TO THE EXTENT NOT MADE BY THE UNDERWRITERS IN THE CASE OF AN
UNDERWRITTEN OFFERING, THE COMPANY SHALL MAKE SUCH FILINGS WITH FINRA, PURSUANT
TO NASD RULE 2710 OR OTHERWISE (INCLUDING PROVIDING ALL REQUIRED INFORMATION AND
PAYING REQUIRED FEES THERETO), AS AND WHEN REQUESTED BY ANY INVESTOR, OR IN THE
CASE OF AN UNDERWRITTEN OFFERING, BY ANY UNDERWRITER, AND MAKE ALL OTHER FILINGS
AND TAKE ALL OTHER ACTIONS REASONABLY NECESSARY TO EXPEDITE AND FACILITATE THE
DISPOSITION BY THE INVESTOR OF REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION
STATEMENT, INCLUDING REASONABLY COOPERATING WITH ANY BROKER-DEALER THROUGH WHICH
ANY INVESTOR PROPOSES TO RESELL REGISTRABLE SECURITIES AND PROMPTLY RESPONDING
TO ANY COMMENTS RECEIVED FROM FINRA.
T.
THE COMPANY SHALL ENTER INTO SUCH CUSTOMARY AGREEMENTS
(INCLUDING, IN THE CASE OF UNDERWRITTEN OFFERING, AN UNDERWRITING