SECURITIES REGULATORY AUTHORITY REQUIRES THAT ANY
HOLDER SUBMIT ANY SHARES OF ITS REGISTRABLE SECURITIES TO THE TERMS, PROVISIONS
AND RESTRICTIONS OF ANY ESCROW, LOCKUP OR SIMILAR AGREEMENT(S) FOR CONSENT TO
SELL REGISTRABLE SECURITIES IN SUCH JURISDICTION UNLESS SUCH HOLDER AGREES TO DO
SO, AND DO SUCH OTHER REASONABLE ACTS AND THINGS AS MAY BE REQUIRED OF IT TO
ENABLE SUCH HOLDER TO CONSUMMATE THE DISPOSITION IN SUCH JURISDICTION OF THE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT;
(D)
FURNISH, AT THE REQUEST OF ANY HOLDER REQUESTING REGISTRATION OF
REGISTRABLE SECURITIES PURSUANT TO SECTION 2, IF THE METHOD OF DISTRIBUTION IS
BY MEANS OF AN UNDERWRITING, ON THE DATE THAT THE SHARES OF REGISTRABLE
SECURITIES ARE DELIVERED TO THE UNDERWRITERS FOR SALE PURSUANT TO SUCH
REGISTRATION (1) A SIGNED OPINION, DATED SUCH DATE, OF THE INDEPENDENT LEGAL
COUNSEL REPRESENTING THE COMPANY FOR THE PURPOSE OF SUCH REGISTRATION, ADDRESSED
TO THE UNDERWRITERS AND (2) "COLD COMFORT" LETTERS DATED SUCH DATE AND THE DATE
THE OFFERING IS PRICED FROM THE INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS OF THE
COMPANY, ADDRESSED TO THE UNDERWRITERS, IN EACH CASE COVERING SUCH MATTERS
CUSTOMARILY COVERED IN OPINIONS OF ISSUER'S COUNSEL AND IN ACCOUNTANTS' LETTERS
DELIVERED IN UNDERWRITTEN OFFERINGS AS MAY BE REASONABLY REQUESTED BY THE
UNDERWRITERS;
(E)
ENTER INTO CUSTOMARY AGREEMENTS (INCLUDING IF THE METHOD OF
DISTRIBUTION IS BY MEANS OF AN UNDERWRITING, AN UNDERWRITING AGREEMENT IN
CUSTOMARY FORM) AND TAKE SUCH OTHER ACTIONS AS ARE REASONABLY REQUIRED IN ORDER
TO EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES;
(F)
OTHERWISE USE ITS REASONABLE EFFORTS TO COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE SEC, AND MAKE AVAILABLE TO ITS SECURITY
HOLDERS, NO LATER THAN SUCH PERIOD OF TIME AS MAY BE PERMITTED BY THE SEC FOR
FILING OF THE APPLICABLE REPORT WITH THE SEC, BEGINNING WITH THE FIRST MONTH OF
THE FIRST FISCAL QUARTER AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT,
AN EARNINGS STATEMENT SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE
SECURITIES ACT AND RULE 158 THEREUNDER (OR ANY SIMILAR RULE PROMULGATED UNDER
THE SECURITIES ACT), WHICH STATEMENT SHALL COVER SAID 12-MONTH PERIOD;
(G)
USE ITS REASONABLE EFFORTS TO CAUSE ALL SUCH REGISTRABLE
SECURITIES COVERED BY SUCH REGISTRATION STATEMENT TO BE LISTED ON EACH
SECURITIES EXCHANGE OR QUOTATION SYSTEM ON WHICH SIMILAR SECURITIES ISSUED BY
THE COMPANY ARE LISTED OR TRADED;
5
(H)
GIVE WRITTEN NOTICE TO THE HOLDERS:
(I)
WHEN SUCH REGISTRATION STATEMENT OR ANY AMENDMENT THERETO HAS
BEEN FILED WITH THE SEC AND WHEN SUCH REGISTRATION STATEMENT OR ANY
POST-EFFECTIVE AMENDMENT THERETO HAS BECOME EFFECTIVE;
(II)
OF ANY REQUEST BY THE SEC FOR AMENDMENTS OR SUPPLEMENTS TO SUCH
REGISTRATION STATEMENT OR THE PROSPECTUS INCLUDED THEREIN OR FOR ADDITIONAL
INFORMATION;
(III)
OF THE ISSUANCE BY THE SEC OF ANY STOP ORDER SUSPENDING THE
EFFECTIVENESS OF SUCH REGISTRATION STATEMENT OR THE INITIATION OF ANY
PROCEEDINGS FOR THAT PURPOSE;
(IV)
OF THE RECEIPT BY THE COMPANY OR ITS LEGAL COUNSEL OF ANY
NOTIFICATION WITH RESPECT TO THE SUSPENSION OF THE QUALIFICATION OF THE COMMON
STOCK