COMPANY WILL USE ITS REASONABLE BEST EFFORTS
TO CAUSE THE PLACEMENT SHARES TO BE LISTED ON THE EXCHANGE AND TO QUALIFY THE
PLACEMENT SHARES FOR SALE UNDER THE SECURITIES LAWS OF SUCH JURISDICTIONS AS
AGENTS REASONABLY DESIGNATE AND TO CONTINUE SUCH QUALIFICATIONS IN EFFECT SO
LONG AS REQUIRED FOR THE DISTRIBUTION OF THE PLACEMENT SHARES; PROVIDED,
HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED IN CONNECTION THEREWITH TO
QUALIFY AS A FOREIGN CORPORATION OR DEALER IN SECURITIES OR FILE A GENERAL
CONSENT TO SERVICE OF PROCESS IN ANY JURISDICTION.
(E)
DELIVERY OF REGISTRATION STATEMENT AND
PROSPECTUS.
THE COMPANY WILL FURNISH TO AGENTS AND THEIR RESPECTIVE COUNSEL (AT
THE EXPENSE OF THE COMPANY) COPIES OF THE REGISTRATION STATEMENT, THE PROSPECTUS
(INCLUDING ALL DOCUMENTS INCORPORATED BY REFERENCE THEREIN) AND ALL AMENDMENTS
AND SUPPLEMENTS TO THE REGISTRATION STATEMENT OR PROSPECTUS THAT ARE FILED WITH
THE COMMISSION DURING ANY PERIOD IN WHICH A PROSPECTUS RELATING TO THE PLACEMENT
SHARES IS REQUIRED TO BE DELIVERED UNDER THE SECURITIES ACT (INCLUDING ALL
DOCUMENTS FILED WITH THE COMMISSION DURING SUCH PERIOD THAT ARE DEEMED TO BE
INCORPORATED BY REFERENCE THEREIN), IN EACH CASE AS SOON AS REASONABLY
PRACTICABLE AND IN SUCH QUANTITIES AS AGENTS MAY FROM TIME TO TIME REASONABLY
REQUEST AND, AT EITHER AGENT'S REQUEST, WILL ALSO FURNISH COPIES OF THE
PROSPECTUS TO EACH EXCHANGE OR MARKET ON WHICH SALES OF THE PLACEMENT SHARES MAY
BE MADE; PROVIDED,
17
HOWEVER, THAT THE COMPANY SHALL NOT BE REQUIRED TO FURNISH ANY DOCUMENT (OTHER
THAN THE PROSPECTUS) TO EITHER AGENT TO THE EXTENT SUCH DOCUMENT IS AVAILABLE ON
EDGAR.
(F)
EARNINGS STATEMENT.
THE COMPANY WILL MAKE
GENERALLY AVAILABLE TO ITS SECURITY HOLDERS AS SOON AS PRACTICABLE, BUT IN ANY
EVENT NOT LATER THAN 15 MONTHS AFTER THE END OF THE COMPANY'S CURRENT FISCAL
QUARTER, AN EARNINGS STATEMENT COVERING A 12-MONTH PERIOD THAT SATISFIES THE
PROVISIONS OF SECTION 11(A) AND RULE 158 OF THE SECURITIES ACT.
(G)
EXPENSES.
THE COMPANY, WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREUNDER ARE CONSUMMATED OR THIS AGREEMENT IS
TERMINATED, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 12 HEREUNDER, WILL PAY
ALL EXPENSES INCIDENT TO THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, EXPENSES RELATING TO (I) THE PREPARATION,
PRINTING AND FILING OF THE REGISTRATION STATEMENT AND EACH AMENDMENT AND
SUPPLEMENT THERETO, OF EACH PROSPECTUS AND OF EACH AMENDMENT AND SUPPLEMENT
THERETO, (II) THE PREPARATION, ISSUANCE AND DELIVERY OF THE PLACEMENT SHARES,
(III) THE QUALIFICATION OF THE PLACEMENT SHARES UNDER SECURITIES LAWS IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 7(D) OF THIS AGREEMENT, INCLUDING
FILING FEES, (IV) THE PRINTING AND DELIVERY TO AGENTS OF COPIES OF THE
PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND OF THIS AGREEMENT,
(V) THE FEES AND EXPENSES INCURRED IN CONNECTION WITH THE LISTING OR
QUALIFICATION OF THE PLACEMENT SHARES FOR TRADING ON THE EXCHANGE, (VI) FILING
FEES AND EXPENSES, IF ANY, OF THE COMMISSION AND THE FINRA CORPORATE FINANCING
DEPARTMENT.
THE COMPANY SHALL PROMPTLY REIMBURSE AGENTS FOR DOCUMENTED FEES AND
EXPENSES ON PART OF ONE