TO FILE
A GENERAL CONSENT TO SERVICE OF PROCESS IN ANY SUCH STATES OR JURISDICTIONS, AND
FURTHER PROVIDED THAT (ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING WITH RESPECT TO THE BEARING OF EXPENSES) IF ANY JURISDICTION IN
WHICH THE SECURITIES SHALL BE QUALIFIED SHALL REQUIRE THAT EXPENSES INCURRED IN
CONNECTION WITH THE QUALIFICATION OF THE SECURITIES IN THAT JURISDICTION BE
BORNE BY SELLING STOCKHOLDERS, THEN SUCH EXPENSES SHALL BE PAYABLE BY SELLING
STOCKHOLDERS ON A PRO RATA BASIS, TO THE EXTENT REQUIRED BY SUCH JURISDICTION.
(E)
PROVIDE A TRANSFER AGENT AND REGISTRAR FOR THE COMMON STOCK NO LATER THAN
THE EFFECTIVE DATE OF THE FIRST REGISTRATION OF ANY REGISTRABLE SHARES.
4
(F)
OTHERWISE USE ITS REASONABLE BEST EFFORTS TO COMPLY WITH ALL APPLICABLE
RULES AND REGULATIONS OF THE SEC.
(G)
USE ITS REASONABLE BEST EFFORTS TO CAUSE ALL SUCH REGISTRABLE SHARES TO BE
LISTED ON A NATIONAL SECURITIES EXCHANGE (IF SUCH SECURITIES ARE NOT ALREADY SO
LISTED) AND ON EACH ADDITIONAL NATIONAL SECURITIES EXCHANGE ON WHICH SIMILAR
SECURITIES ISSUED BY THE COMPANY ARE THEN LISTED, IF THE LISTING OF SUCH
SECURITIES IS THEN PERMITTED UNDER THE RULES OF SUCH EXCHANGE.
(H)
ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING AN UNDERWRITING AGREEMENT
IN CUSTOMARY FORM) AND TAKE SUCH OTHER ACTIONS AS THE SELLING HOLDERS OF
REGISTRABLE SHARES SHALL REASONABLY REQUEST IN ORDER TO EXPEDITE OR FACILITATE
THE DISPOSITION OF SUCH REGISTRABLE SHARES.
(I)
(X) MAKE GENERALLY AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS REASONABLY
PRACTICABLE AFTER THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT (AND IN ANY
EVENT WITHIN 90 DAYS AFTER THE END OF SUCH TWELVE MONTH PERIOD DESCRIBED
HEREAFTER), AN EARNINGS STATEMENT (WHICH NEED NOT BE AUDITED) COVERING THE
PERIOD OF AT LEAST TWELVE CONSECUTIVE MONTHS BEGINNING WITH THE FIRST DAY OF THE
COMPANY'S FIRST CALENDAR QUARTER AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT, WHICH EARNINGS STATEMENT SHALL SATISFY THE PROVISIONS OF
SECTION 11(A) OF THE SECURITIES ACT AND RULE 158 THEREUNDER AND (Y) MAKE
AVAILABLE FOR INSPECTION BY ANY SELLING HOLDER OF REGISTRABLE SHARES, BY ANY
MANAGING UNDERWRITER PARTICIPATING IN ANY DISPOSITION TO BE EFFECTED PURSUANT TO
SUCH REGISTRATION STATEMENT AND BY ANY ATTORNEY, ACCOUNTANT OR OTHER AGENT
RETAINED BY ANY SUCH SELLING HOLDER OR ANY SUCH UNDERWRITER, ALL PERTINENT
FINANCIAL AND OTHER RECORDS AND PERTINENT CORPORATE DOCUMENTS AND PROPERTIES OF
THE COMPANY, AND CAUSE ALL OF THE COMPANY'S OFFICERS, DIRECTORS AND EMPLOYEES TO
SUPPLY ALL INFORMATION REASONABLY REQUESTED BY ANY SUCH SELLING HOLDER,
UNDERWRITER, ATTORNEY, ACCOUNTANT OR AGENT IN CONNECTION WITH SUCH REGISTRATION
STATEMENT.
(J)
USE REASONABLE BEST EFFORTS TO PREVENT THE ISSUANCE OF ANY STOP ORDER
SUSPENDING THE EFFECTIVENESS OF SUCH REGISTRATION STATEMENT OR OF ANY ORDER
PREVENTING OR SUSPENDING THE USE OF ANY PRELIMINARY PROSPECTUS AND, IF ANY SUCH
ORDER IS ISSUED, TO OBTAIN THE LIFTING THEREOF AT THE EARLIEST REASONABLE TIME.
(K)
IN THE CASE OF AN UNDERWRITTEN OFFERING, USE ITS REASONABLE BEST EFFORTS TO
OBTAIN AN OPINION FROM THE COMPANY'S COUNSEL AND A "COLD COMFORT" LETTER FROM
THE COMPANY'S INDEPENDENT PUBLIC