THE REGISTRABLE SECURITIES COVERED BY THE
REGISTRATION STATEMENT ON THE NASDAQ NATIONAL MARKET, OR (III) IF, DESPITE THE
COMPANY'S REASONABLE BEST EFFORTS TO SATISFY THE PRECEDING CLAUSE (I) OR (II),
THE COMPANY IS UNSUCCESSFUL IN
7
SATISFYING THE PRECEDING CLAUSE
(I) OR (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 REASONABLE 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 AND IN COMPLIANCE WITH
APPLICABLE SECURITIES LAWS, FACILITATE THE TIMELY PREPARATION AND DELIVERY OF
CERTIFICATES (NOT BEARING ANY RESTRICTIVE LEGEND) 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 REASONABLE BEST EFFORTS TO CAUSE THE
REGISTRABLE SECURITIES COVERED BY THE 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 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 TWELVE-MONTH PERIOD BEGINNING NOT LATER
THAN THE FIRST DAY OF THE COMPANY'S FISCAL QUARTER NEXT FOLLOWING THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT.
P.
THE COMPANY SHALL OTHERWISE USE ITS REASONABLE 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