IS NECESSARY IN THE REASONABLE
JUDGMENT OF THE COMPANY AND ITS COUNSEL TO COMPLY WITH FEDERAL OR STATE
SECURITIES LAWS, (II) THE DISCLOSURE OF SUCH INFORMATION IS NECESSARY IN THE
REASONABLE JUDGMENT OF THE COMPANY AND ITS COUNSEL TO AVOID OR CORRECT A
MISSTATEMENT OR OMISSION IN ANY REGISTRATION STATEMENT THAT INCLUDES SUCH
INVESTOR'S REGISTRABLE SECURITIES, (III) THE RELEASE OF SUCH INFORMATION IS
ORDERED PURSUANT TO A SUBPOENA OR OTHER ORDER FROM A COURT OR GOVERNMENTAL BODY
OF COMPETENT JURISDICTION, (IV) SUCH INFORMATION HAS BEEN MADE GENERALLY
AVAILABLE TO THE PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS OR ANY
OTHER AGREEMENT, OR (V) SUCH INVESTOR CONSENTS TO THE FORM AND CONTENT OF ANY
SUCH DISCLOSURE, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.
THE COMPANY SHALL, UPON LEARNING THAT DISCLOSURE OF ANY INFORMATION CONCERNING
AN INVESTOR IS SOUGHT IN OR BY A COURT OR GOVERNMENTAL BODY OF COMPETENT
JURISDICTION OR THROUGH OTHER MEANS, GIVE PROMPT NOTICE TO SUCH INVESTOR PRIOR
TO MAKING SUCH DISCLOSURE, AND COOPERATE WITH THE INVESTOR, AT THE INVESTOR'S
EXPENSE, IN TAKING APPROPRIATE ACTION TO PREVENT DISCLOSURE OF, OR TO OBTAIN A
PROTECTIVE ORDER FOR, SUCH INFORMATION.
(J)
THE COMPANY SHALL USE ITS BEST EFFORTS
TO PROMPTLY CAUSE ALL OF THE REGISTRABLE SECURITIES COVERED BY ANY REGISTRATION
STATEMENT TO BE LISTED OR DESIGNATED FOR QUOTATION ON THE SMALLCAP MARKET, THE
NATIONAL MARKET, THE NYSE, THE AMEX OR ANY OTHER NATIONAL SECURITIES EXCHANGE OR
AUTOMATED QUOTATION SYSTEM AND ON EACH ADDITIONAL NATIONAL SECURITIES EXCHANGE
OR AUTOMATED QUOTATION SYSTEM ON WHICH SECURITIES OF THE SAME CLASS OR SERIES
ISSUED BY THE COMPANY ARE THEN LISTED OR QUOTED, IF ANY, IF THE LISTING OR
QUOTATION OF SUCH REGISTRABLE SECURITIES IS THEN PERMITTED UNDER THE RULES OF
SUCH EXCHANGE OR AUTOMATED QUOTATION SYSTEM, AND IN ANY EVENT, WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, TO ARRANGE FOR OR MAINTAIN AT LEAST TWO MARKET
MAKERS TO REGISTER WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
(THE "NASD") AS SUCH WITH RESPECT TO THE REGISTRABLE SECURITIES.
(K)
THE COMPANY SHALL PROVIDE A TRANSFER AGENT
AND REGISTRAR, WHICH MAY BE A SINGLE ENTITY, FOR THE REGISTRABLE SECURITIES NOT
LATER THAN THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT REQUIRED TO BE FILED
PURSUANT TO SECTION 2(A) HEREOF.
(L)
THE COMPANY SHALL COOPERATE WITH ANY
INVESTOR WHO HOLDS REGISTRABLE SECURITIES BEING OFFERED AND THE MANAGING
UNDERWRITER OR UNDERWRITERS, IF ANY, TO FACILITATE THE TIMELY PREPARATION AND
DELIVERY OF CERTIFICATES (NOT BEARING ANY RESTRICTIVE LEGENDS) REPRESENTING
REGISTRABLE SECURITIES TO BE OFFERED PURSUANT TO ANY REGISTRATION STATEMENT AND
ENABLE SUCH CERTIFICATES TO BE IN SUCH DENOMINATIONS OR AMOUNTS, AS THE CASE MAY
BE, AND REGISTERED IN SUCH NAMES, AS SUCH INVESTOR OR THE MANAGING UNDERWRITER
OR UNDERWRITERS, IF ANY, MAY REASONABLY REQUEST.
WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, WITHIN THREE BUSINESS DAYS AFTER ANY REGISTRATION
STATEMENT THAT INCLUDES REGISTRABLE SECURITIES IS DECLARED EFFECTIVE BY THE SEC,
THE COMPANY SHALL CAUSE LEGAL COUNSEL SELECTED BY THE COMPANY TO DELIVER TO THE
TRANSFER AGENT FOR THE