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 THE
INCLUSION FOR QUOTATION OF ALL OF THE REGISTRABLE SECURITIES ON THE NASDAQ
GLOBAL MARKET OR THE NASDAQ GLOBAL SELECT MARKET, OR (III) IF, DESPITE THE
COMPANY'S BEST EFFORTS, 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 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, 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 AS SOON AS PRACTICABLE
BUT IN NO EVENT LATER THAN FIVE (5) DAYS AFTER THE RECEIPT OF NOTICE FROM SUCH
INVESTOR, (I) 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) 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) SUPPLEMENT
OR MAKE AMENDMENTS TO ANY REGISTRATION STATEMENT IF REASONABLY REQUESTED BY AN
INVESTOR HOLDING ANY REGISTRABLE SECURITIES.
N.
THE COMPANY SHALL USE ITS 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 NINETY (90) DAYS AFTER THE CLOSE OF THE
PERIOD COVERED THEREBY, AN EARNINGS STATEMENT (IN FORM COMPLYING WITH, AND IN
THE MANNER PROVIDED BY, THE PROVISIONS OF RULE 158 UNDER THE 1933 ACT) COVERING
A TWELVE-MONTH PERIOD BEGINNING NOT LATER THAN THE FIRST