DELIVERED BY WM SMITH UNDER
THE SECURITIES ACT WITH RESPECT TO THE OFFER AND SALE OF THE PLACEMENT SHARES,
THE COMPANY WILL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE PLACEMENT SHARES
TO BE LISTED ON THE EXCHANGE AND TO QUALIFY THE PLACEMENT SHARES FOR SALE UNDER
THE SECURITIES LAWS OF SUCH JURISDICTIONS AS WM SMITH REASONABLY DESIGNATES AND
TO CONTINUE SUCH QUALIFICATIONS IN EFFECT SO LONG AS REQUIRED FOR THE
DISTRIBUTION OF THE PLACEMENT SHARES; PROVIDED, HOWEVER, THAT THE COMPANY SHALL
NOT BE REQUIRED IN CONNECTION THEREWITH TO QUALIFY AS A FOREIGN CORPORATION OR
DEALER IN SECURITIES OR FILE A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY
JURISDICTION.
(E)
DELIVERY OF REGISTRATION STATEMENT AND PROSPECTUS.
THE COMPANY WILL
FURNISH TO WM SMITH AND ITS COUNSEL (AT THE EXPENSE OF THE COMPANY) COPIES OF
THE REGISTRATION STATEMENT, THE PROSPECTUS (INCLUDING ALL DOCUMENTS INCORPORATED
BY REFERENCE THEREIN) AND ALL AMENDMENTS AND SUPPLEMENTS TO THE REGISTRATION
STATEMENT OR PROSPECTUS THAT ARE FILED WITH THE COMMISSION DURING ANY PERIOD IN
WHICH A PROSPECTUS RELATING TO THE PLACEMENT SHARES IS REQUIRED TO BE DELIVERED
UNDER THE SECURITIES ACT (INCLUDING ALL DOCUMENTS FILED WITH THE COMMISSION
DURING SUCH PERIOD THAT ARE DEEMED TO BE INCORPORATED BY REFERENCE THEREIN), IN
EACH CASE AS SOON AS REASONABLY PRACTICABLE AND IN SUCH QUANTITIES AS WM SMITH
MAY FROM TIME TO TIME REASONABLY REQUEST AND, AT WM SMITH'S REQUEST, WILL ALSO
FURNISH COPIES OF THE PROSPECTUS TO EACH EXCHANGE OR MARKET ON WHICH SALES OF
THE PLACEMENT SHARES MAY BE MADE; PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT
BE REQUIRED TO FURNISH ANY DOCUMENT (OTHER THAN THE PROSPECTUS) TO WM SMITH TO
THE EXTENT SUCH DOCUMENT IS AVAILABLE ON EDGAR.
(F)
EARNINGS STATEMENT.
THE COMPANY WILL MAKE GENERALLY AVAILABLE TO ITS
SECURITY HOLDERS AS SOON AS PRACTICABLE, BUT IN ANY EVENT NOT LATER THAN 15
MONTHS AFTER THE END OF
18
THE COMPANY'S CURRENT FISCAL QUARTER, AN EARNINGS STATEMENT COVERING A 12-MONTH
PERIOD THAT SATISFIES THE PROVISIONS OF SECTION 11(A) AND RULE 158 OF THE
SECURITIES ACT
(G)
EXPENSES.
THE COMPANY, WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED
HEREUNDER ARE CONSUMMATED OR THIS AGREEMENT IS TERMINATED, IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 12 HEREUNDER, WILL PAY THE FOLLOWING ALL EXPENSES
INCIDENT TO THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER, INCLUDING, BUT NOT
LIMITED TO, EXPENSES RELATING TO (I) THE PREPARATION, PRINTING AND FILING OF THE
REGISTRATION STATEMENT AND EACH AMENDMENT AND SUPPLEMENT THERETO, OF EACH
PROSPECTUS AND OF EACH AMENDMENT AND SUPPLEMENT THERETO, (II) THE PREPARATION,
ISSUANCE AND DELIVERY OF THE PLACEMENT SHARES, (III) THE QUALIFICATION OF THE
PLACEMENT SHARES UNDER SECURITIES LAWS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 7(D) OF THIS AGREEMENT, INCLUDING FILING FEES AND ANY REASONABLE FEES OR
DISBURSEMENTS OF COUNSEL FOR WM SMITH IN CONNECTION THEREWITH, (IV) THE PRINTING
AND DELIVERY TO WM SMITH OF COPIES OF THE PROSPECTUS AND ANY AMENDMENTS OR
SUPPLEMENTS THERETO, AND OF THIS AGREEMENT, (V) THE FEES AND EXPENSES INCURRED
IN CONNECTION WITH THE LISTING OR QUALIFICATION OF