OR OTHER AGENT RETAINED BY ANY SUCH SELLER OR UNDERWRITER, ALL FINANCIAL AND
OTHER RECORDS, PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF THE COMPANY, AND
CAUSE THE 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;
5
(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.
4.
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