MANAGING UNDERWRITERS OR
THE SELLING SHAREHOLDERS MAY REQUEST PRIOR TO ANY SALE OF THE REGISTRABLE
SECURITIES TO THE UNDERWRITERS;
(I)
USE ITS REASONABLE BEST EFFORTS TO CAUSE ALL SUCH REGISTRABLE
SECURITIES TO BE LISTED ON A NATIONAL SECURITIES EXCHANGE OR QUOTATION SYSTEM,
AND ON EACH SECURITIES EXCHANGE OR QUOTATION SYSTEM ON WHICH SIMILAR SECURITIES
ISSUED BY THE COMPANY ARE THEN LISTED, AND ENTER INTO SUCH CUSTOMARY AGREEMENTS
INCLUDING A LISTING APPLICATION AND INDEMNIFICATION AGREEMENT IN CUSTOMARY FORM,
PROVIDED, THAT THE APPLICABLE LISTING REQUIREMENTS ARE SATISFIED, AND TO PROVIDE
A TRANSFER AGENT AND REGISTRAR FOR SUCH REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT NO LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION
STATEMENT;
(J)
ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING AN UNDERWRITING
AGREEMENT IN CUSTOMARY FORM) AND TAKE ALL SUCH OTHER ACTIONS AS THE SELLERS OF A
MAJORITY
9
OF THE REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT OR THE
UNDERWRITERS, IF ANY, REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE THE
DISPOSITION OF SUCH REGISTRABLE SECURITIES, INCLUDING CUSTOMARY INDEMNIFICATION
PROVISIONS AND, IN CONNECTION WITH ANY SHELF REGISTRATION, SUPPORTING
SHAREHOLDERS' EFFORTS TO EXECUTE BLOCK TRADES WITH INSTITUTIONAL BUYERS, IF
APPLICABLE, AND, IN CONNECTION WITH ANY UNDERWRITTEN OFFERING, MAKING
APPROPRIATE MEMBERS OF SENIOR MANAGEMENT OF THE COMPANY AVAILABLE (SUBJECT TO
CONSULTING WITH THEM IN ADVANCE AS TO SCHEDULE) FOR CUSTOMARY PARTICIPATION IN
IN-PERSON CONFERENCES OR "ROAD SHOW" PRESENTATIONS TO POTENTIAL INVESTORS;
(K)
MAKE AVAILABLE FOR INSPECTION BY THE SELLING SHAREHOLDERS, ANY
UNDERWRITER PARTICIPATING IN ANY DISPOSITION PURSUANT TO SUCH REGISTRATION
STATEMENT, AND ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT (INCLUDING DESIGNATED
COUNSEL) RETAINED BY SHAREHOLDERS HOLDING A MAJORITY OF THE REGISTRABLE
SECURITIES COVERED BY THE APPLICABLE REGISTRATION STATEMENT OR ANY UNDERWRITER
(EACH AN "INSPECTOR"), ALL FINANCIAL AND OTHER RECORDS, PERTINENT CORPORATE
DOCUMENTS AND PROPERTIES OF THE COMPANY AND ITS SUBSIDIARIES, IF ANY, AS SHALL
BE REASONABLY NECESSARY TO ENABLE THEM TO EXERCISE THEIR DUE DILIGENCE
RESPONSIBILITY, AND CAUSE THE COMPANY'S AND ITS SUBSIDIARIES' OFFICERS,
DIRECTORS AND EMPLOYEES TO SUPPLY ALL INFORMATION AND RESPOND TO ALL INQUIRIES
REASONABLY REQUESTED BY ANY SUCH SELLING SHAREHOLDER, UNDERWRITER, OR INSPECTOR
IN CONNECTION WITH SUCH REGISTRATION STATEMENT;
(L)
USE ITS REASONABLE BEST EFFORTS TO OBTAIN (I) AN OPINION OR
OPINIONS OF COUNSEL TO THE COMPANY AND (II) A "COLD COMFORT" LETTER OR LETTERS
FROM THE COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS, IN EACH CASE IN CUSTOMARY
FORM AND COVERING SUCH MATTERS OF THE TYPE CUSTOMARILY COVERED BY OPINIONS AND
"COLD COMFORT" LETTERS AS THE SHAREHOLDERS HOLDING A MAJORITY OF THE REGISTRABLE
SECURITIES COVERED BY THE APPLICABLE REGISTRATION STATEMENT OR THE MANAGING
UNDERWRITER REQUESTS;
(M)
OTHERWISE USE ITS REASONABLE BEST EFFORTS TO COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE SEC, AND MAKE AVAILABLE TO ITS SECURITY
HOLDERS, WITHIN THE REQUIRED TIME PERIODS, AN EARNINGS STATEMENT COVERING A
PERIOD OF AT LEAST TWELVE MONTHS, BEGINNING WITH THE FIRST MONTH AFTER THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT (AS THE TERM "EFFECTIVE DATE" IS
DEFINED IN RULE 158(C) UNDER THE SECURITIES ACT), WHICH EARNINGS STATEMENT SHALL
SATISFY THE PROVISIONS OF