CONTROLS AND PROCEDURES (AS DEFINED IN EXCHANGE ACT RULE 13A-15(E)) AND INTERNAL
CONTROL OVER FINANCIAL REPORTING (AS DEFINED IN EXCHANGE ACT RULE 13A-15(F)) IN
ACCORDANCE WITH THE EXCHANGE ACT), AND MAKE GENERALLY AVAILABLE TO ITS SECURITY
HOLDERS, AS SOON AS REASONABLY PRACTICABLE AFTER THE EFFECTIVE DATE OF THE
13
registration statement (and in any event within forty-five (45) days, or ninety
(90) days if it is a fiscal year, after the end of such twelve (12) month period
described hereafter), an earnings statement (which need not be audited) covering
the period of at least twelve (12) consecutive months beginning with the first
day of the Company's first calendar quarter after the effective date of the
registration statement, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder;
(H)
(I) (A) CAUSE ALL SUCH REGISTRABLE SECURITIES COVERED BY SUCH
REGISTRATION STATEMENT TO BE LISTED ON THE PRINCIPAL SECURITIES EXCHANGE ON
WHICH SIMILAR SECURITIES 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 (B) IF NO SIMILAR SECURITIES ARE THEN SO LISTED, TO CAUSE ALL SUCH
REGISTRABLE SECURITIES TO BE LISTED ON A NATIONAL SECURITIES EXCHANGE AND,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TAKE ALL ACTIONS THAT MAY BE
REQUIRED BY THE COMPANY AS THE ISSUER OF SUCH REGISTRABLE SECURITIES IN ORDER TO
FACILITATE THE MANAGING UNDERWRITER'S ARRANGING FOR THE REGISTRATION OF AT LEAST
TWO MARKET MAKERS AS SUCH WITH RESPECT TO SUCH SHARES WITH FINRA, AND
(II) COMPLY (AND CONTINUE TO COMPLY) WITH THE REQUIREMENTS OF ANY
SELF-REGULATORY ORGANIZATION APPLICABLE TO THE COMPANY, INCLUDING WITHOUT
LIMITATION ALL CORPORATE GOVERNANCE REQUIREMENTS;
(I)
PROVIDE AND CAUSE TO BE MAINTAINED A TRANSFER AGENT AND REGISTRAR
FOR ALL SUCH REGISTRABLE SECURITIES COVERED BY SUCH REGISTRATION STATEMENT NOT
LATER THAN THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT;
(J)
ENTER INTO SUCH CUSTOMARY AGREEMENTS (INCLUDING, IF APPLICABLE,
AN UNDERWRITING AGREEMENT) AND TAKE SUCH OTHER ACTIONS AS THE MAJORITY
PARTICIPATING HOLDERS OR THE UNDERWRITERS SHALL REASONABLY REQUEST IN ORDER TO
EXPEDITE OR FACILITATE THE DISPOSITION OF SUCH REGISTRABLE SECURITIES (IT BEING
UNDERSTOOD THAT THE HOLDERS OF THE REGISTRABLE SECURITIES WHICH ARE TO BE
DISTRIBUTED BY ANY UNDERWRITERS SHALL BE PARTIES TO ANY SUCH UNDERWRITING
AGREEMENT AND MAY, AT THEIR OPTION, REQUIRE THAT THE COMPANY MAKE TO AND FOR THE
BENEFIT OF SUCH HOLDERS THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
COMPANY WHICH ARE BEING MADE TO AND FOR THE BENEFIT OF SUCH UNDERWRITERS);
(K)
USE ITS REASONABLE BEST EFFORTS (I) TO OBTAIN AN OPINION FROM THE
COMPANY'S COUNSEL AND A "COLD COMFORT" LETTER AND UPDATES THEREOF FROM THE
COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS WHO HAVE CERTIFIED THE COMPANY'S
FINANCIAL STATEMENTS INCLUDED OR INCORPORATED BY REFERENCE IN SUCH REGISTRATION
STATEMENT, IN EACH CASE, IN CUSTOMARY FORM AND COVERING SUCH MATTERS AS ARE
CUSTOMARILY COVERED BY SUCH OPINIONS AND "COLD COMFORT" LETTERS (INCLUDING, IN
THE CASE OF SUCH "COLD COMFORT" LETTER, EVENTS SUBSEQUENT TO