BY A REGISTRATION STATEMENT TO BE
LISTED ON EACH SECURITIES EXCHANGE, INTERDEALER QUOTATION SYSTEM OR OTHER MARKET
ON WHICH SIMILAR SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED;
(J)
IMMEDIATELY NOTIFY THE PURCHASER, AT ANY
TIME WHEN A PROSPECTUS RELATING TO REGISTRABLE SECURITIES IS REQUIRED TO BE
DELIVERED UNDER THE 1933 ACT, UPON DISCOVERY THAT, OR UPON THE HAPPENING OF ANY
EVENT AS A RESULT OF WHICH, THE PROSPECTUS INCLUDED IN A REGISTRATION STATEMENT,
AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO
STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING IN LIGHT OF THE CIRCUMSTANCES THEN EXISTING,
AND AT THE REQUEST OF ANY SUCH HOLDER, PROMPTLY PREPARE AND FURNISH TO SUCH
HOLDER A REASONABLE NUMBER OF COPIES OF A SUPPLEMENT TO OR AN AMENDMENT OF SUCH
PROSPECTUS AS MAY BE NECESSARY SO THAT, AS THEREAFTER DELIVERED TO THE PURCHASER
OF SUCH REGISTRABLE SECURITIES, SUCH PROSPECTUS SHALL NOT INCLUDE AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING IN
LIGHT OF THE CIRCUMSTANCES THEN EXISTING; AND
(K)
OTHERWISE USE COMMERCIALLY REASONABLE
EFFORTS TO COMPLY WITH ALL APPLICABLE RULES AND REGULATIONS OF THE SEC UNDER THE
1933 ACT AND THE 1934 ACT, TAKE SUCH OTHER ACTIONS AS MAY BE REASONABLY
NECESSARY TO FACILITATE THE REGISTRATION OF THE REGISTRABLE SECURITIES
HEREUNDER; AND MAKE AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS REASONABLY
PRACTICABLE, BUT NOT LATER THAN THE AVAILABILITY DATE (AS DEFINED BELOW), AN
EARNINGS STATEMENT COVERING A PERIOD OF AT LEAST TWELVE (12) MONTHS, BEGINNING
AFTER THE EFFECTIVE DATE OF EACH REGISTRATION STATEMENT, WHICH EARNINGS
STATEMENT SHALL SATISFY THE PROVISIONS OF SECTION 11(A) OF THE 1933 ACT (FOR THE
PURPOSE OF THIS SUBSECTION 3(K), "AVAILABILITY DATE" MEANS THE 45TH DAY
FOLLOWING THE END OF THE FOURTH FISCAL QUARTER THAT INCLUDES THE EFFECTIVE DATE
OF SUCH REGISTRATION STATEMENT, EXCEPT THAT, IF SUCH FOURTH FISCAL QUARTER IS
THE LAST QUARTER OF THE COMPANY'S FISCAL YEAR, "AVAILABILITY DATE" MEANS THE
90TH DAY AFTER THE END OF SUCH FOURTH FISCAL QUARTER).
4.
DUE DILIGENCE REVIEW; INFORMATION.
THE
COMPANY SHALL MAKE AVAILABLE, DURING NORMAL BUSINESS HOURS, FOR INSPECTION AND
REVIEW BY THE PURCHASER, ADVISORS TO AND REPRESENTATIVES OF THE PURCHASER (WHO
MAY OR MAY NOT BE AFFILIATED WITH THE PURCHASER AND WHO ARE REASONABLY
ACCEPTABLE TO THE COMPANY), ANY UNDERWRITER PARTICIPATING IN ANY DISPOSITION OF
SHARES OF COMMON STOCK PURSUANT TO A REGISTRATION STATEMENT OR AMENDMENTS OR
SUPPLEMENTS THERETO OR ANY BLUE SKY, NASD OR OTHER FILING, ALL FINANCIAL AND
OTHER RECORDS, ALL SEC FILINGS (AS DEFINED IN THE PURCHASE AGREEMENT) AND OTHER
FILINGS WITH THE SEC, AND ALL OTHER CORPORATE DOCUMENTS AND PROPERTIES OF THE
COMPANY AS MAY BE REASONABLY NECESSARY FOR THE PURPOSE OF SUCH REVIEW, AND CAUSE
THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES, WITHIN A REASONABLE TIME
PERIOD, TO SUPPLY ALL SUCH INFORMATION REASONABLY REQUESTED BY THE PURCHASER