ALL REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION
STATEMENT FROM AND AFTER A DATE NOT LATER THAN THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT;
(X)
(A) USE ITS BEST EFFORTS TO CAUSE ALL
REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT TO BE LISTED ON
THE PRINCIPAL SECURITIES EXCHANGE ON WHICH SIMILAR SECURITIES 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 (B) IF NO SIMILAR
SECURITIES ARE THEN SO LISTED, UPON THE REQUEST OF THE MAJORITY PARTICIPATING
HOLDERS USE ITS BEST EFFORTS TO (1) CAUSE ALL SUCH REGISTRABLE SECURITIES TO BE
LISTED ON A NATIONAL SECURITIES EXCHANGE OR (2) SECURE DESIGNATION OF ALL SUCH
REGISTRABLE SECURITIES AS A "NASDAQ SECURITY" OR "NATIONAL MARKET SYSTEM
SECURITY" WITHIN THE MEANING REGULATION NMS UNDER THE EXCHANGE ACT OR
(3) FAILING THAT, TO SECURE NASDAQ AUTHORIZATION FOR SUCH SHARES AND, WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, TO ARRANGE FOR AT LEAST TWO MARKET
MAKERS TO REGISTER AS SUCH WITH RESPECT TO SUCH SHARES WITH THE NASD;
(XI)
DELIVER PROMPTLY TO COUNSEL TO THE
PARTICIPATING HOLDERS AND EACH, UNDERWRITER, IF ANY, PARTICIPATING IN THE
OFFERING OF THE REGISTRABLE SECURITIES, COPIES OF ALL CORRESPONDENCE BETWEEN THE
SEC AND THE COMPANY, ITS COUNSEL OR AUDITORS AND ALL MEMORANDA RELATING TO
DISCUSSIONS WITH THE SEC OR ITS STAFF WITH RESPECT TO SUCH REGISTRATION
STATEMENT;
(XII)
USE ITS BEST EFFORTS TO OBTAIN THE WITHDRAWAL OF
ANY ORDER SUSPENDING THE EFFECTIVENESS OF THE REGISTRATION STATEMENT;
(XIII)
PROVIDE A CUSIP NUMBER FOR ALL REGISTRABLE
SECURITIES, NO LATER THAN THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT AND
PROVIDE THE APPLICABLE TRANSFER AGENTS WITH PRINTED CERTIFICATES FOR THE
REGISTRABLE SECURITIES WHICH ARE IN A FORM ELIGIBLE FOR DEPOSIT WITH THE
DEPOSITORY TRUST COMPANY;
10
(XIV)
CAUSE ITS OFFICERS AND EMPLOYEES TO PARTICIPATE
IN, AND TO OTHERWISE FACILITATE AND COOPERATE WITH THE PREPARATION OF THE
REGISTRATION STATEMENT AND PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO
(INCLUDING PARTICIPATING IN MEETINGS, DRAFTING SESSIONS, DUE DILIGENCE SESSIONS
AND THE MARKETING OF THE REGISTRABLE SECURITIES COVERED BY THE REGISTRATION
STATEMENT (INCLUDING, WITHOUT LIMITATION, PARTICIPATION IN "ROAD SHOWS") TAKING
INTO ACCOUNT THE COMPANY'S BUSINESS NEEDS;
(XV)
ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER
SUCH CUSTOMARY AGREEMENTS (INCLUDING, WITHOUT LIMITATION, IF APPLICABLE, AN
UNDERWRITING AGREEMENT AS PROVIDED FOR IN SECTION 2.4 HEREIN) AND TAKE SUCH
OTHER ACTIONS AS THE MAJORITY PARTICIPATING HOLDERS OR MANAGING
UNDERWRITER(S) SHALL REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE THE
DISPOSITION OF SUCH REGISTRABLE SECURITIES;
(XVI)
PROMPTLY INCORPORATE IN A PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT SUCH INFORMATION AS THE MANAGING UNDERWRITER(S) OR
MAJORITY PARTICIPATING HOLDERS REASONABLY REQUEST TO BE INCLUDED THEREIN
RELATING TO THE PLAN OF DISTRIBUTION WITH RESPECT TO SUCH REGISTRABLE
SECURITIES; AND MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS SUPPLEMENT OR
POST-EFFECTIVE AMENDMENT AS SOON AS PRACTICABLE AFTER BEING NOTIFIED OF THE
MATTERS TO BE INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT;
(XVII)
COOPERATE WITH EACH PARTICIPATING HOLDER AND EACH
UNDERWRITER, AND THEIR RESPECTIVE