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 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.
11
Q.
THE COMPANY SHALL OTHERWISE USE ITS
REASONABLE 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 THAT 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 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 4(R) AND ANY SUBSEQUENT NOTICES TO SUCH NEW TRANSFER AGENT.
S.
TO THE EXTENT NOT MADE BY THE
UNDERWRITERS IN THE CASE OF AN UNDERWRITTEN OFFERING, THE COMPANY SHALL MAKE
SUCH FILINGS WITH FINRA, PURSUANT TO NASD RULE 2710 OR OTHERWISE (INCLUDING
PROVIDING ALL REQUIRED INFORMATION AND PAYING REQUIRED FEES THERETO), AS AND
WHEN REQUESTED BY ANY INVESTOR, OR IN THE CASE OF AN UNDERWRITTEN OFFERING, BY
ANY UNDERWRITER, AND MAKE ALL OTHER FILINGS AND TAKE ALL OTHER ACTIONS
REASONABLY NECESSARY TO EXPEDITE AND FACILITATE THE DISPOSITION BY THE INVESTORS
OF REGISTRABLE SECURITIES PURSUANT TO A REGISTRATION STATEMENT, INCLUDING
REASONABLY COOPERATING WITH ANY BROKER-DEALER THROUGH WHICH ANY INVESTOR
PROPOSES TO RESELL REGISTRABLE SECURITIES AND PROMPTLY RESPONDING TO ANY
COMMENTS RECEIVED FROM FINRA.
T.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN SECTION 4(F), IN THE CASE OF AN OFFERING PURSUANT TO RULE 415, 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 NOT, 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 OF THE DATE ON WHICH THE
GRACE PERIOD ENDS; AND, PROVIDED FURTHER, THAT (A) NO GRACE PERIOD SHALL EXCEED
TEN (10) CONSECUTIVE DAYS, (B) DURING ANY REGISTRATION PERIOD SUCH GRACE PERIODS
SHALL NOT