OF THE
INSPECTORS SHALL BE BORNE BY THE APPLICABLE INVESTOR.
(J)
THE COMPANY SHALL HOLD IN CONFIDENCE AND NOT MAKE ANY DISCLOSURE
OF INFORMATION CONCERNING AN INVESTOR PROVIDED TO THE COMPANY UNLESS
(I) DISCLOSURE OF SUCH INFORMATION IS NECESSARY TO COMPLY WITH FEDERAL OR STATE
SECURITIES LAWS, (II) THE DISCLOSURE OF SUCH INFORMATION IS NECESSARY TO AVOID
OR CORRECT A MISSTATEMENT OR OMISSION IN ANY REGISTRATION STATEMENT, (III) THE
RELEASE OF SUCH INFORMATION IS ORDERED PURSUANT TO A SUBPOENA OR OTHER FINAL,
NON-APPEALABLE ORDER FROM A COURT OR GOVERNMENTAL BODY OF COMPETENT
JURISDICTION, OR (IV) SUCH INFORMATION HAS BEEN MADE GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION OF THIS AGREEMENT OR ANY OTHER
AGREEMENT.
THE COMPANY AGREES THAT IT SHALL, UPON LEARNING THAT DISCLOSURE OF
SUCH INFORMATION CONCERNING AN INVESTOR IS SOUGHT IN OR BY A COURT OR
GOVERNMENTAL BODY OF COMPETENT JURISDICTION OR THROUGH OTHER MEANS, GIVE PROMPT
WRITTEN NOTICE TO SUCH INVESTOR AND ALLOW SUCH INVESTOR, AT THE INVESTOR'S
EXPENSE, TO UNDERTAKE APPROPRIATE ACTION TO PREVENT DISCLOSURE OF, OR TO OBTAIN
A PROTECTIVE ORDER FOR, SUCH INFORMATION.
(K)
THE COMPANY SHALL USE ITS BEST EFFORTS TO (I) REMAIN ELIGIBLE FOR
QUOTATION OF ITS SECURITIES ON THE NASDAQ STOCK MARKET, INC. ("NASDAQ") OTC
BULLETIN
8
BOARD AND TO CAUSE ALL OF THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION
STATEMENT TO BE QUOTED THEREON, SO LONG AS SUCH REGISTRABLE SECURITIES ARE NOT
LISTED ON A REGISTERED NATIONAL SECURITIES EXCHANGE, OR QUOTED ON NASDAQ,
(II) CAUSE ALL THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT TO
BE LISTED ON EACH SECURITIES EXCHANGE OR TRADING MARKET ON WHICH SECURITIES OF
THE SAME CLASS OR SERIES ISSUED BY THE COMPANY ARE LISTED, AND (III) WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, 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)
THE COMPANY SHALL PROVIDE A TRANSFER AGENT AND REGISTRAR OF ALL
SUCH REGISTRABLE SECURITIES NOT LATER THAN THE EFFECTIVE DATE OF THE APPLICABLE
REGISTRATION STATEMENT.
(N)
IF REQUESTED BY AN INVESTOR, THE COMPANY SHALL (I) AS SOON AS
REASONABLY PRACTICABLE INCORPORATE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE
AMENDMENT SUCH INFORMATION AS AN INVESTOR REQUESTS TO BE INCLUDED THEREIN
RELATING TO THE SALE AND DISTRIBUTION OF REGISTRABLE SECURITIES, INCLUDING
INFORMATION WITH RESPECT TO THE NUMBER OF REGISTRABLE SECURITIES BEING OFFERED
OR SOLD, THE PURCHASE PRICE BEING PAID