THEREFOR AND ANY OTHER TERMS OF THE
OFFERING OF THE REGISTRABLE SECURITIES TO BE SOLD IN SUCH OFFERING; (II) AS SOON
AS REASONABLY PRACTICABLE MAKE ALL REQUIRED FILINGS OF SUCH PROSPECTUS
SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AFTER BEING NOTIFIED OF THE MATTERS TO BE
INCORPORATED IN SUCH PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT; AND
(III) AS SOON AS PRACTICABLE, SUPPLEMENT OR MAKE AMENDMENTS TO ANY REGISTRATION
STATEMENT IF REASONABLY REQUESTED BY AN INVESTOR OF SUCH REGISTRABLE SECURITIES.
(O)
[INTENTIONALLY OMITTED.]
(P)
THE COMPANY SHALL MAKE GENERALLY AVAILABLE TO ITS SECURITY HOLDERS
AS SOON AS PRACTICAL, BUT NOT LATER THAN NINETY (90) DAYS AFTER THE CLOSE OF THE
PERIOD COVERED THEREBY, AN EARNINGS STATEMENT (IN FORM COMPLYING WITH THE
PROVISIONS OF RULE 158 UNDER THE 1933 ACT) COVERING A TWELVE (12)-MONTH PERIOD
BEGINNING NOT LATER THAN THE FIRST DAY OF THE COMPANY'S FISCAL QUARTER NEXT
FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT.
(Q)
THE COMPANY SHALL OTHERWISE USE ITS BEST EFFORTS TO COMPLY WITH
ALL APPLICABLE RULES AND REGULATIONS OF THE SEC IN CONNECTION WITH ANY
REGISTRATION HEREUNDER.
(R)
WITHIN TWO (2) BUSINESS DAYS AFTER A REGISTRATION STATEMENT WHICH
COVERS APPLICABLE REGISTRABLE SECURITIES IS ORDERED EFFECTIVE BY THE SEC, THE
COMPANY SHALL DELIVER, AND SHALL CAUSE LEGAL COUNSEL FOR THE COMPANY TO DELIVER,
TO THE TRANSFER AGENT FOR SUCH REGISTRABLE SECURITIES (WITH COPIES TO THE
INVESTORS WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN
9
SUCH REGISTRATION STATEMENT) CONFIRMATION THAT SUCH REGISTRATION STATEMENT HAS
BEEN DECLARED EFFECTIVE BY THE SEC IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS
EXHIBIT A, PROVIDED THAT IF THE COMPANY CHANGES ITS TRANSFER AGENT, IT SHALL
IMMEDIATELY DELIVER ANY PREVIOUSLY DELIVERED NOTICES UNDER THIS SECTION 3(R) AND
ANY SUBSEQUENT NOTICES TO SUCH NEW TRANSFER AGENT.
(S)
IF REQUIRED, THE COMPANY SHALL MAKE SUCH FILINGS WITH THE NASD
(INCLUDING PROVIDING ALL REQUIRED INFORMATION AND PAYING REQUIRED FEES THERETO)
AS AND WHEN REASONABLY REQUESTED BY ANY INVESTORS AND MAKE ALL OTHER FILINGS AND
REASONABLY PROMPTLY TAKE ALL OTHER ACTIONS REASONABLY NECESSARY TO EXPEDITE AND
FACILITATE DISPOSITION BY THE INVESTORS OF REGISTRABLE SECURITIES PURSUANT TO A
REGISTRATION STATEMENT, INCLUDING RESPONDING TO ANY COMMENTS RECEIVED FROM THE
NASD.
(T)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 3(F), AT ANY
TIME AFTER THE APPLICABLE REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY
THE SEC, THE COMPANY MAY DELAY THE DISCLOSURE OF MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE COMPANY THE DISCLOSURE OF WHICH AT THE TIME IS NOT, IN THE GOOD
FAITH OPINION OF THE BOARD OF DIRECTORS OF THE COMPANY AND ITS COUNSEL, IN THE
BEST INTEREST OF THE COMPANY AND, IN THE OPINION OF COUNSEL TO THE COMPANY,
OTHERWISE REQUIRED (A "GRACE PERIOD"); PROVIDED, THAT THE COMPANY SHALL PROMPTLY
(I) NOTIFY THE INVESTORS IN WRITING OF THE EXISTENCE OF MATERIAL NON-PUBLIC
INFORMATION GIVING RISE TO A GRACE PERIOD (PROVIDED THAT IN EACH NOTICE THE
COMPANY SHALL NOT DISCLOSE THE CONTENT OF SUCH MATERIAL NON-PUBLIC INFORMATION
TO THE INVESTORS) AND THE DATE ON WHICH THE GRACE PERIOD WILL BEGIN, AND
(II) NOTIFY THE INVESTORS IN WRITING