USE OF PROCEEDS.
THE COMPANY SHALL APPLY THE NET PROCEEDS FROM THE SALE OF
THE COMMON SHARES SOLD BY IT IN THE MANNER DESCRIBED UNDER THE CAPTION "USE OF
PROCEEDS" IN THE PROSPECTUS.
(G)
TRANSFER AGENT.
THE COMPANY SHALL ENGAGE AND MAINTAIN, AT ITS EXPENSE, A
REGISTRAR AND TRANSFER AGENT FOR THE COMMON STOCK.
(H)
EARNINGS STATEMENT.
THE COMPANY WILL TIMELY FILE SUCH REPORTS PURSUANT TO
THE EXCHANGE ACT AS ARE NECESSARY TO MAKE GENERALLY AVAILABLE TO ITS SECURITY
HOLDERS AND TO THE REPRESENTATIVES AS SOON AS PRACTICABLE AN EARNINGS STATEMENT
(WHICH NEED NOT BE AUDITED) COVERING THE TWELVE-MONTH PERIOD ENDING JULY 2, 2006
THAT SATISFIES THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT.
(I)
PERIODIC REPORTING OBLIGATIONS.
DURING THE PROSPECTUS DELIVERY PERIOD THE
COMPANY SHALL FILE, ON A TIMELY BASIS, WITH THE COMMISSION AND THE NASDAQ
NATIONAL MARKET ALL REPORTS AND DOCUMENTS REQUIRED TO BE FILED UNDER THE
EXCHANGE ACT. ADDITIONALLY, THE COMPANY SHALL REPORT THE USE OF PROCEEDS FROM
THE ISSUANCE OF THE COMMON SHARES AS MAY BE REQUIRED UNDER RULE 463 UNDER THE
SECURITIES ACT.
(J)
COMPANY TO PROVIDE INTERIM FINANCIAL STATEMENTS.
PRIOR TO THE CLOSING
DATE, THE COMPANY WILL FURNISH THE UNDERWRITERS, AS SOON AS THEY HAVE BEEN
PREPARED BY OR ARE AVAILABLE TO THE COMPANY, A COPY OF ANY UNAUDITED INTERIM
FINANCIAL STATEMENTS OF THE COMPANY FOR ANY PERIOD SUBSEQUENT TO THE PERIOD
COVERED BY THE MOST RECENT FINANCIAL STATEMENTS APPEARING IN THE REGISTRATION
STATEMENT AND THE PROSPECTUS.
23
(K)
QUOTATION.
THE COMPANY WILL USE ITS BEST EFFORTS TO INCLUDE, SUBJECT TO
NOTICE OF ISSUANCE, THE COMMON SHARES ON THE NASDAQ NATIONAL MARKET.
(L)
AGREEMENT NOT TO OFFER OR SELL ADDITIONAL SECURITIES.
DURING THE PERIOD
COMMENCING ON THE DATE HEREOF AND ENDING ON THE 180TH DAY FOLLOWING THE DATE OF
THE PROSPECTUS, THE COMPANY WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF PIPER
AND BAS (WHICH CONSENT MAY BE WITHHELD AT THE SOLE DISCRETION OF PIPER AND BAS),
DIRECTLY OR INDIRECTLY, SELL, OFFER, CONTRACT OR GRANT ANY OPTION TO SELL,
PLEDGE, TRANSFER OR ESTABLISH AN OPEN "PUT EQUIVALENT POSITION" WITHIN THE
MEANING OF RULE 16A-1(H) UNDER THE EXCHANGE ACT, OR OTHERWISE DISPOSE OF OR
TRANSFER, OR ANNOUNCE THE OFFERING OF, OR FILE ANY REGISTRATION STATEMENT UNDER
THE SECURITIES ACT IN RESPECT OF, ANY SHARES OF COMMON STOCK, OPTIONS OR
WARRANTS TO ACQUIRE SHARES OF THE COMMON STOCK OR SECURITIES EXCHANGEABLE OR
EXERCISABLE FOR OR CONVERTIBLE INTO SHARES OF COMMON STOCK OR PUBLICLY ANNOUNCE
THE INTENTION TO DO ANY OF THE FOREGOING (OTHER THAN AS CONTEMPLATED BY THIS
AGREEMENT WITH RESPECT TO THE COMMON SHARES); PROVIDED, HOWEVER, THAT THE
COMPANY MAY (A) ISSUE SHARES OF ITS COMMON STOCK OR OPTIONS TO PURCHASE ITS
COMMON STOCK, OR COMMON STOCK UPON EXERCISE OF OPTIONS OR WARRANTS, PURSUANT TO
ANY WARRANT, STOCK OPTION, STOCK BONUS OR OTHER STOCK PLAN OR ARRANGEMENT
DESCRIBED IN THE PROSPECTUS, BUT ONLY IF (I) THE HOLDERS OF SUCH WARRANTS,
SHARES, OPTIONS, OR SHARES ISSUED UPON EXERCISE OF SUCH WARRANTS OR OPTIONS HAVE