TO AVOID
OR CORRECT A MISSTATEMENT OR OMISSION IN ANY REGISTRATION STATEMENT, (III) THE
RELEASE OF SUCH INFORMATION IS ORDERED PURSUANT TO A SUBPOENA OR OTHER FINAL,
NON-APPEALABLE ORDER FROM A COURT OR GOVERNMENTAL BODY OF COMPETENT
JURISDICTION, OR (IV) SUCH INFORMATION HAS BEEN MADE GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN BY DISCLOSURE IN VIOLATION
7
of this Agreement or any other agreement.
The Company agrees that it shall,
upon learning that disclosure of such information concerning an Investor is
sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt written notice to such Investor and allow such
Investor, at the Investor's expense, to undertake appropriate action to prevent
disclosure of, or to obtain a protective order for, such information.
K.
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS EITHER TO (I)
CAUSE ALL THE REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT 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) SECURE DESIGNATION AND QUOTATION OF ALL THE REGISTRABLE SECURITIES COVERED
BY THE REGISTRATION STATEMENT ON THE NASDAQ NATIONAL MARKET, OR (III) IF,
DESPITE THE COMPANY'S REASONABLE BEST EFFORTS TO SATISFY THE PRECEDING CLAUSE
(I) OR (II), THE COMPANY IS UNSUCCESSFUL IN SATISFYING THE PRECEDING CLAUSE
(I)
OR (II), TO SECURE THE INCLUSION FOR QUOTATION ON THE NASDAQ SMALLCAP MARKET FOR
SUCH REGISTRABLE SECURITIES AND, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, TO USE ITS REASONABLE BEST EFFORTS TO ARRANGE FOR AT LEAST TWO MARKET
MAKERS TO REGISTER WITH THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.
("NASD") AS SUCH WITH RESPECT TO SUCH REGISTRABLE SECURITIES.
THE COMPANY SHALL
PAY ALL FEES AND EXPENSES IN CONNECTION WITH SATISFYING ITS OBLIGATION UNDER
THIS SECTION 3(K).
L.
THE COMPANY SHALL COOPERATE WITH THE INVESTORS WHO HOLD
REGISTRABLE SECURITIES BEING OFFERED AND, TO THE EXTENT APPLICABLE AND IN
COMPLIANCE WITH APPLICABLE SECURITIES LAWS, 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 INVESTORS MAY REASONABLY REQUEST AND REGISTERED IN SUCH NAMES AS
THE INVESTORS MAY REQUEST.
M.
IF REQUESTED BY AN INVESTOR, THE COMPANY SHALL (I) AS SOON AS
PRACTICABLE INCORPORATE IN A PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT
SUCH INFORMATION AS AN INVESTOR REASONABLY REQUESTS TO BE INCLUDED THEREIN
RELATING TO THE SALE AND DISTRIBUTION OF REGISTRABLE SECURITIES, INCLUDING,
WITHOUT LIMITATION, INFORMATION WITH RESPECT TO THE NUMBER OF REGISTRABLE
SECURITIES BEING OFFERED OR SOLD, THE PURCHASE PRICE BEING PAID THEREFOR AND ANY
OTHER TERMS OF THE OFFERING OF THE REGISTRABLE SECURITIES TO BE SOLD IN SUCH
OFFERING; (II) AS SOON AS PRACTICABLE MAKE ALL REQUIRED FILINGS OF SUCH
PROSPECTUS SUPPLEMENT OR POST-EFFECTIVE AMENDMENT AFTER BEING NOTIFIED