A REGISTRATION STATEMENT ON THE NASDAQ NATIONAL MARKET OR
(III) IF, DESPITE THE COMPANY'S BEST
8
EFFORTS TO SATISFY, THE PRECEDING CLAUSES (I) AND (II) THE COMPANY IS
UNSUCCESSFUL IN SATISFYING THE PRECEDING CLAUSES (I) AND (II), TO SECURE THE
INCLUSION FOR QUOTATION ON THE NASDAQ SMALLCAP MARKET FOR SUCH REGISTRABLE
SECURITIES AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TO USE ITS
BEST EFFORTS TO ARRANGE FOR AT LEAST TWO MARKET MAKERS TO REGISTER WITH THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. ("NASD") AS SUCH WITH RESPECT
TO SUCH REGISTRABLE SECURITIES.
THE COMPANY SHALL PAY ALL FEES AND EXPENSES IN
CONNECTION WITH SATISFYING ITS OBLIGATION UNDER THIS SECTION 3(K).
(L)
THE COMPANY SHALL COOPERATE WITH THE
INVESTORS WHO HOLD REGISTRABLE SECURITIES BEING OFFERED AND, TO THE EXTENT
APPLICABLE, FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES
REPRESENTING THE REGISTRABLE SECURITIES TO BE OFFERED PURSUANT TO A REGISTRATION
STATEMENT AND ENABLE SUCH CERTIFICATES TO BE IN SUCH DENOMINATIONS OR AMOUNTS,
AS THE CASE MAY BE, AS THE INVESTORS MAY REASONABLY REQUEST AND REGISTERED IN
SUCH NAMES AS THE INVESTORS MAY REQUEST.
(M)
IF REQUESTED BY AN INVESTOR, THE COMPANY SHALL
(I) AS SOON AS PRACTICABLE INCORPORATE IN A PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT SUCH INFORMATION AS AN INVESTOR REASONABLY REQUESTS TO
BE INCLUDED THEREIN RELATING TO THE SALE AND DISTRIBUTION OF REGISTRABLE
SECURITIES, INCLUDING, WITHOUT LIMITATION, INFORMATION WITH RESPECT TO 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 PRACTICABLE, SUPPLEMENT OR MAKE
AMENDMENTS TO ANY REGISTRATION STATEMENT IF REASONABLY REQUESTED BY AN INVESTOR
HOLDING ANY REGISTRABLE SECURITIES.
(N)
THE COMPANY SHALL USE ITS BEST EFFORTS TO
CAUSE THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT TO BE
REGISTERED WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES
AS MAY BE NECESSARY TO CONSUMMATE THE DISPOSITION OF SUCH REGISTRABLE
SECURITIES.
(O)
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, AND IN THE MANNER PROVIDED BY, THE PROVISIONS OF RULE 158
UNDER THE 1933 ACT) COVERING A TWELVE-MONTH PERIOD BEGINNING NOT LATER THAN THE
FIRST DAY OF THE COMPANY'S FISCAL QUARTER NEXT FOLLOWING THE EFFECTIVE DATE OF A
REGISTRATION STATEMENT.
(P)
THE COMPANY SHALL OTHERWISE USE ITS BEST
EFFORTS TO COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN
CONNECTION WITH ANY REGISTRATION HEREUNDER.
(Q)
WITHIN TWO (2) BUSINESS DAYS AFTER A
REGISTRATION STATEMENT WHICH COVERS REGISTRABLE SECURITIES IS ORDERED EFFECTIVE
BY THE SEC, THE COMPANY SHALL DELIVER, AND SHALL CAUSE LEGAL COUNSEL FOR THE
COMPANY TO DELIVER, TO