AS
THE SHAREHOLDER MAY REASONABLY REQUEST AS WOULD CUSTOMARILY HAVE BEEN ADDRESSED
IN AN OPINION OF COUNSEL TO THE COMPANY DELIVERED TO AN UNDERWRITER.
3.1.10
EARNINGS STATEMENT.
THE COMPANY SHALL COMPLY WITH ALL
APPLICABLE RULES AND REGULATIONS OF THE COMMISSION AND THE SECURITIES ACT, AND
MAKE GENERALLY AVAILABLE TO ITS SHAREHOLDERS, AS SOON AS PRACTICABLE, AN
EARNINGS STATEMENT SATISFYING THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES
ACT, PROVIDED THAT THE COMPANY WILL BE DEEMED TO HAVE COMPLIED WITH THIS
SECTION 3.1.10 IF THE EARNINGS STATEMENT SATISFIES THE PROVISIONS OF RULE 158
UNDER THE SECURITIES ACT.
3.1.11
LISTING.
THE COMPANY SHALL USE COMMERCIALLY REASONABLE
EFFORTS TO CAUSE ALL RESTRICTED SHARES INCLUDED IN ANY REGISTRATION TO BE LISTED
ON SUCH EXCHANGES OR OTHERWISE DESIGNATED FOR TRADING IN THE SAME MANNER AS
SIMILAR SHARES OF THE COMPANY ARE THEN LISTED OR DESIGNATED OR, IF NO SUCH
SIMILAR SECURITIES ARE THEN LISTED OR DESIGNATED, IN A MANNER SATISFACTORY TO
THE SHAREHOLDER.
9
3.2
REGISTRATION EXPENSES.
EXCEPT TO THE EXTENT
EXPRESSLY PROVIDED BY SECTION 2.1.4 OR 2.2.3 OR IN CONNECTION WITH A PIGGY-BACK
REGISTRATION RELATING TO A REGISTRATION BY THE COMPANY ON ITS OWN INITIATIVE
(AND NOT AS A RESULT OF ANY OTHER PERSON'S OR ENTITY'S RIGHT TO CAUSE THE
COMPANY TO FILE, CAUSE AND EFFECT A REGISTRATION OF COMPANY SECURITIES) AND FOR
THE COMPANY'S OWN ACCOUNT (IN WHICH CASE THE COMPANY WILL PAY ALL CUSTOMARY
COSTS AND EXPENSES OF REGISTRATION), THE SHAREHOLDER SHALL PAY OR PROMPTLY
REIMBURSE THE COMPANY FOR (A) ALL CUSTOMARY COSTS AND EXPENSES INCURRED IN
CONNECTION WITH ANY DEMAND REGISTRATION EFFECTED PURSUANT TO SECTION 2.1 AND
(B) IF A PIGGY-BACK REGISTRATION , AND TO THE EXTENT OTHER SHAREHOLDERS
PARTICIPATING IN SUCH OFFERING ARE REQUIRED TO PAY COSTS AND EXPENSES IN SUCH
PIGGY-BACK REGISTRATION, A PRO RATA SHARE (IN PROPORTION TO THE AMOUNT OF SHARES
THE SHAREHOLDER IS SELLING, AFTER GIVING EFFECT TO ANY REDUCTION PURSUANT TO
SECTION 2.1.3, IN SUCH PIGGY-BACK REGISTRATION RELATIVE TO ALL OTHER SHARES
INCLUDED THEREIN) OF ALL CUSTOMARY COSTS AND EXPENSES INCURRED IN CONNECTION
WITH ANY PIGGY-BACK REGISTRATION EFFECTED PURSUANT TO SECTION 2.2, IN EACH CASE
WHETHER OR NOT THE REGISTRATION STATEMENT BECOMES EFFECTIVE, INCLUDING, WITHOUT
LIMITATION: (I) ALL REGISTRATION AND FILING FEES; (II) FEES AND EXPENSES OF
COMPLIANCE WITH SECURITIES OR "BLUE SKY" LAWS (INCLUDING FEES AND DISBURSEMENTS
OF COUNSEL IN CONNECTION WITH BLUE SKY QUALIFICATIONS OF THE RESTRICTED SHARES);
(III) PRINTING EXPENSES; (IV) FEES IMPOSED BY THE FINANCIAL INDUSTRY REGULATORY
AUTHORITY, INC.; (V) FEES AND DISBURSEMENTS OF COUNSEL FOR THE COMPANY AND FEES
AND EXPENSES FOR INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS RETAINED BY THE
COMPANY (INCLUDING THE EXPENSES OR COSTS ASSOCIATED WITH THE DELIVERY OF ANY
OPINIONS OR COMFORT LETTERS REQUESTED PURSUANT TO SECTION 3.1.9); AND (VI) THE
FEES AND EXPENSES OF COUNSEL SELECTED BY THE SHAREHOLDER IN A DEMAND
REGISTRATION OR IF IT PARTICIPATES IN A PIGGY-BACK REGISTRATION, COUNSEL
SELECTED BY AND SOLELY REPRESENTING THE SHAREHOLDER UNLESS THE SHAREHOLDER AND
ANY OTHER SHAREHOLDER AGREE THAT SUCH COUNSEL SHALL REPRESENT THEM JOINTLY, IN
WHICH