ORDER FOR, SUCH INFORMATION.
(K)
THE COMPANY SHALL USE ITS BEST EFFORTS EITHER TO CAUSE ALL THE
REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT (I) TO BE LISTED ON
EACH SECURITIES EXCHANGE ON WHICH SECURITIES OF THE SAME CLASS OR SERIES ISSUED
BY THE COMPANY ARE THEN LISTED, IF ANY, IF THE LISTING OF SUCH REGISTRABLE
SECURITIES IS THEN PERMITTED UNDER THE RULES OF SUCH EXCHANGE OR (II) THE
INCLUSION FOR QUOTATION ON THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
OTC BULLETIN BOARD FOR SUCH REGISTRABLE SECURITIES.
THE COMPANY SHALL PAY ALL
FEES AND EXPENSES IN CONNECTION WITH SATISFYING ITS OBLIGATION UNDER THIS
SECTION 3(J).
(L)
THE COMPANY SHALL COOPERATE WITH THE HOLDER AND, TO THE EXTENT
APPLICABLE, TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF CERTIFICATES
(NOT BEARING ANY RESTRICTIVE LEGEND) REPRESENTING THE REGISTRABLE SECURITIES TO
BE OFFERED PURSUANT TO A REGISTRATION STATEMENT AND ENABLE SUCH CERTIFICATES TO
BE IN SUCH DENOMINATIONS OR AMOUNTS, AS THE CASE MAY BE, AS THE HOLDER MAY
REASONABLY REQUEST AND REGISTERED IN SUCH NAMES AS THE HOLDER MAY REQUEST.
(M)
THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE THE REGISTRABLE
SECURITIES COVERED BY THE APPLICABLE REGISTRATION STATEMENT TO BE REGISTERED
WITH OR APPROVED BY SUCH OTHER GOVERNMENTAL AGENCIES OR AUTHORITIES AS MAY BE
NECESSARY TO CONSUMMATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES.
(N)
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 SECURITIES 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 THE REGISTRATION STATEMENT.
(O)
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.
(P)
WITHIN TWO (2) BUSINESS DAYS AFTER A REGISTRATION STATEMENT WHICH
COVERS REGISTRABLE SECURITIES IS DECLARED 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 HOLDER)
CONFIRMATION THAT SUCH REGISTRATION STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE
SEC IN THE FORM ATTACHED HERETO AS EXHIBIT C.
(Q)
THE COMPANY SHALL TAKE ALL OTHER REASONABLE ACTIONS NECESSARY TO
EXPEDITE AND FACILITATE DISPOSITION BY THE HOLDER OF REGISTRABLE SECURITIES
PURSUANT TO A REGISTRATION STATEMENT.
4.
OBLIGATIONS OF THE HOLDER.
(A)
THE HOLDER AGREES THAT, UPON RECEIPT OF ANY NOTICE FROM THE
COMPANY OF THE HAPPENING OF ANY EVENT OF THE KIND DESCRIBED IN SECTION 3(F) OR
THE FIRST SENTENCE OF SECTION 3(E), THE HOLDER WILL IMMEDIATELY DISCONTINUE
DISPOSITION OF REGISTRABLE SECURITIES PURSUANT TO ANY REGISTRATION STATEMENT
COVERING SUCH REGISTRABLE SECURITIES UNTIL THE HOLDER'S RECEIPT OF THE COPIES OF
THE SUPPLEMENTED OR AMENDED PROSPECTUS CONTEMPLATED BY SECTION 3(F) OR THE FIRST
SENTENCE OF SECTION 3(E) OR RECEIPT OF NOTICE THAT NO SUPPLEMENT