MAKE GENERALLY AVAILABLE TO THE
COMPANY'S SECURITY HOLDERS AND TO YOU AS SOON AS PRACTICABLE AN EARNING
STATEMENT COVERING A PERIOD OF AT LEAST TWELVE MONTHS BEGINNING WITH THE FIRST
FISCAL QUARTER OF THE COMPANY OCCURRING AFTER THE DATE OF THIS AGREEMENT THAT
SATISFIES THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT AND THE RULES
AND REGULATIONS OF THE COMMISSION THEREUNDER.
(G)
FOR A PERIOD OF FIVE YEARS AFTER THE CLOSING
DATE, TO FURNISH TO YOU AND, UPON REQUEST, TO EACH INITIAL PURCHASER, COPIES OF
ALL ANNUAL REPORTS, QUARTERLY REPORTS AND CURRENT REPORTS FILED WITH THE
COMMISSION ON FORMS 10-K, 10-Q AND 8-K, OR SUCH OTHER SIMILAR FORMS AS MAY BE
DESIGNATED BY THE COMMISSION, AND SUCH OTHER DOCUMENTS, REPORTS AND INFORMATION
AS SHALL BE FURNISHED BY THE COMPANY TO ITS STOCKHOLDERS GENERALLY.
(H)
NEITHER THE COMPANY NOR ANY AFFILIATE WILL
SELL, OFFER FOR SALE OR SOLICIT OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT
OF ANY SECURITY (AS DEFINED IN THE SECURITIES ACT) WHICH COULD BE INTEGRATED
WITH THE SALE OF THE SECURITIES IN A MANNER WHICH WOULD REQUIRE THE REGISTRATION
UNDER THE SECURITIES ACT OF THE SECURITIES.
(I)
NOT TO SOLICIT ANY OFFER TO BUY OR OFFER
OR SELL THE SECURITIES BY MEANS OF ANY FORM OF GENERAL SOLICITATION OR GENERAL
ADVERTISING (AS THOSE TERMS ARE USED IN REGULATION D UNDER THE SECURITIES ACT)
OR IN ANY MANNER INVOLVING A PUBLIC OFFERING WITHIN THE MEANING OF SECTION 4(2)
OF THE SECURITIES ACT.
(J)
WHILE ANY OF THE SECURITIES REMAIN
"RESTRICTED SECURITIES" WITHIN THE MEANING OF THE SECURITIES ACT, TO MAKE
AVAILABLE, UPON REQUEST, TO ANY SELLER OF SUCH SECURITIES THE INFORMATION
SPECIFIED IN RULE 144A(D)(4) UNDER THE SECURITIES ACT, UNLESS THE COMPANY IS
THEN SUBJECT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT.
(K)
IF REQUESTED BY YOU, TO USE ITS BEST
EFFORTS TO PERMIT THE SECURITIES TO BE DESIGNATED PORTAL SECURITIES IN
ACCORDANCE WITH THE RULES AND REGULATIONS ADOPTED BY THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC. RELATING TO TRADING IN THE PORTAL MARKET.
13
(L)
DURING THE PERIOD OF TWO YEARS AFTER THE
CLOSING DATE, THE COMPANY WILL NOT, AND WILL NOT PERMIT ANY OF ITS AFFILIATES
(AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) TO RESELL ANY OF THE
SECURITIES WHICH CONSTITUTE "RESTRICTED SECURITIES" UNDER RULE 144 THAT HAVE
BEEN REACQUIRED BY ANY OF THEM.
(M)
NOT TO TAKE ANY ACTION PROHIBITED BY
REGULATION M UNDER THE EXCHANGE ACT IN CONNECTION WITH THE DISTRIBUTION OF THE
SECURITIES CONTEMPLATED HEREBY.
(N)
TO USE BEST EFFORTS TO HAVE THE UNDERLYING
SECURITIES LISTED ON THE NEW YORK STOCK EXCHANGE.
14
7.
Expenses.
Whether or not the
transactions contemplated in this Agreement are consummated or this Agreement is
terminated, the Company agrees to pay or cause to be paid all expenses incident
to the performance of its obligations under this Agreement, including:
(i) the
fees, disbursements and expenses of the Company's counsel and the Company's
accountants in connection with the issuance and sale of