IN VIOLATION 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 BEST EFFORTS EITHER TO
(I) CAUSE ALL OF 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 OF THE REGISTRABLE SECURITIES
COVERED BY A REGISTRATION STATEMENT ON THE NASDAQ NATIONAL MARKET, OR (III) IF,
DESPITE THE COMPANY'S BEST EFFORTS TO SATISFY THE PRECEDING CLAUSES (I) OR
(II) THE COMPANY IS UNSUCCESSFUL IN SATISFYING THE PRECEDING CLAUSES (I) OR
(II), TO SECURE THE INCLUSION FOR QUOTATION ON THE NASDAQ CAPITAL MARKET FOR
SUCH REGISTRABLE SECURITIES AND, WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, TO USE ITS 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,
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 AS SOON
AS PRACTICABLE AFTER RECEIPT OF NOTICE FROM SUCH INVESTOR AND SUBJECT TO
SECTION 3(R) HEREOF, (I) 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) 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) SUPPLEMENT OR MAKE AMENDMENTS TO ANY REGISTRATION STATEMENT IF REASONABLY
REQUESTED BY AN INVESTOR HOLDING ANY REGISTRABLE SECURITIES.
N.
THE COMPANY SHALL USE ITS BEST EFFORTS TO CAUSE THE
REGISTRABLE SECURITIES COVERED BY A REGISTRATION STATEMENT TO BE REGISTERED WITH