GOLDMAN SACHS IF THEY ARE ALREADY PROVIDED TO ANOTHER
PARTY IN CONNECTION WITH A GS UNDERWRITER REGISTRATION OR (II) AT GOLDMAN SACHS'
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 SACHS TO REVIEW AND COMMENT
UPON ANY SUCH GS UNDERWRITER REGISTRATION STATEMENT AT LEAST FIVE 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 SACHS'
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
SMALLCAP 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(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
6
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
TERMS OF THE OFFERING OF THE REGISTRABLE SECURITIES TO BE SOLD IN SUCH OFFERING;
(II) AS SOON AS PRACTICABLE MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AFTER BEING NOTIFIED OF THE MATTERS TO BE