UNDERWRITTEN PUBLIC OFFERING, INCLUDING, WITHOUT LIMITATION, A STANDARD "10B-5"
STATEMENT FOR SUCH OFFERING, ADDRESSED TO GOLDMAN; SUCH COMFORT LETTER, LEGAL
OPINION AND/OR 10B-5 STATEMENT SHALL BE FURNISHED TO GOLDMAN (A) AT NO
ADDITIONAL COST TO GOLDMAN IF THEY ARE ALREADY PROVIDED TO ANOTHER PARTY IN
CONNECTION WITH A GS UNDERWRITER REGISTRATION OR (B) AT GOLDMAN'S EXPENSE IF
SUCH COMFORT LETTER, LEGAL OPINION AND/OR 10B-5 STATEMENT ARE NOT OTHERWISE
BEING PROVIDED IN CONNECTION WITH A GS UNDERWRITER STATEMENT.
THE COMPANY WILL
ALSO PERMIT LEGAL COUNSEL TO GOLDMAN TO REVIEW AND COMMENT UPON ANY SUCH GS
UNDERWRITER REGISTRATION STATEMENT AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO ITS
FILING WITH THE SEC AND ALL AMENDMENTS AND SUPPLEMENTS TO ANY SUCH GS
UNDERWRITER REGISTRATION STATEMENT WITHIN A REASONABLE NUMBER OF DAYS PRIOR TO
THEIR FILING WITH THE SEC AND NOT FILE ANY GS UNDERWRITER REGISTRATION STATEMENT
OR AMENDMENT OR SUPPLEMENT THERETO IN A FORM TO WHICH GOLDMAN'S LEGAL COUNSEL
REASONABLY AND TIMELY OBJECTS.
(I)
THE COMPANY SHALL USE COMMERCIALLY
REASONABLE EFFORTS EITHER TO (I) CAUSE ALL OF THE REGISTRABLE SECURITIES COVERED
BY A REGISTRATION STATEMENT TO BE LISTED ON EACH SECURITIES EXCHANGE ON WHICH
SECURITIES OF THE SAME CLASS OR SERIES ISSUED BY THE COMPANY ARE THEN LISTED, IF
ANY, IF THE LISTING OF SUCH REGISTRABLE SECURITIES IS THEN PERMITTED UNDER THE
RULES OF SUCH EXCHANGE, OR (II) SECURE DESIGNATION AND QUOTATION OF ALL OF THE
REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT ON THE AMERICAN STOCK
EXCHANGE OR (III) IF, DESPITE THE COMPANY'S COMMERCIALLY REASONABLE EFFORTS TO
SATISFY THE PRECEDING CLAUSES (I) OR (II) THE COMPANY IS UNSUCCESSFUL IN
SATISFYING THE PRECEDING CLAUSES (I) OR (II), TO SECURE THE INCLUSION FOR
QUOTATION ON THE NASDAQ CAPITAL 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 U.S. FINANCIAL
INDUSTRY REGULATORY AUTHORITY (FORMERLY THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS INC.) 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 6(I).
(J)
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 (NOT
BEARING ANY RESTRICTIVE LEGEND) REPRESENTING THE REGISTRABLE SECURITIES TO BE
OFFERED AND RESOLD 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.
(K)
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
9