DISCLOSURE
OF INFORMATION CONCERNING AN INVESTOR PROVIDED TO THE COMPANY UNLESS (I)
DISCLOSURE OF SUCH INFORMATION IS NECESSARY TO COMPLY WITH FEDERAL OR STATE
SECURITIES LAWS, (II) THE DISCLOSURE OF SUCH INFORMATION IS NECESSARY 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 ORDER
FROM A COURT OR GOVERNMENTAL BODY OF COMPETENT JURISDICTION, (IV) SUCH
INFORMATION HAS BEEN MADE GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN BY
DISCLOSURE IN VIOLATION OF THIS OR ANY OTHER AGREEMENT, OR (V) SUCH INVESTOR
CONSENTS TO THE FORM AND CONTENT OF ANY SUCH DISCLOSURE.
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 NOTICE TO SUCH INVESTOR PRIOR
TO MAKING SUCH DISCLOSURE, AND ALLOW THE INVESTOR, AT ITS EXPENSE, TO UNDERTAKE
APPROPRIATE ACTION TO PREVENT DISCLOSURE OF, OR TO OBTAIN A PROTECTIVE ORDER
FOR, SUCH INFORMATION.
(M)
THE COMPANY SHALL USE BEST EFFORTS TO PROMPTLY CAUSE ALL OF THE
REGISTRABLE SECURITIES COVERED BY THE REGISTRATION STATEMENT TO BE LISTED ON THE
NNM, THE SMALLCAP, THE OTCBB, THE NYSE OR THE AMEX OR ANOTHER NATIONAL
SECURITIES EXCHANGE AND ON EACH ADDITIONAL NATIONAL 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, AND, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
6
TO ARRANGE FOR OR MAINTAIN AT LEAST TWO MARKET MAKERS TO REGISTER WITH THE
NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. AS SUCH WITH RESPECT TO SUCH
REGISTRABLE SECURITIES.
(N)
THE COMPANY SHALL PROVIDE A TRANSFER AGENT AND REGISTRAR, WHICH
MAY BE A SINGLE ENTITY, FOR THE REGISTRABLE SECURITIES NOT LATER THAN THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
(O)
THE COMPANY SHALL COOPERATE WITH THE INVESTORS WHO HOLD
REGISTRABLE SECURITIES BEING OFFERED AND THE MANAGING UNDERWRITER OR
UNDERWRITERS, IF ANY, TO FACILITATE THE TIMELY PREPARATION AND DELIVERY OF
CERTIFICATES REPRESENTING REGISTRABLE SECURITIES TO BE OFFERED PURSUANT TO THE
REGISTRATION STATEMENT AND ENABLE SUCH CERTIFICATES TO BE IN SUCH DENOMINATIONS
OR AMOUNTS, AS THE CASE MAY BE, AS THE MANAGING UNDERWRITER OR UNDERWRITERS, IF
ANY, OR THE INVESTORS MAY REASONABLY REQUEST AND REGISTERED IN SUCH NAMES AS THE
MANAGING UNDERWRITER OR UNDERWRITERS, IF ANY, OR THE INVESTORS MAY REQUEST, AND,
WITHIN THREE (3) BUSINESS DAYS AFTER THE REGISTRATION STATEMENT WHICH INCLUDES
REGISTRABLE SECURITIES IS ORDERED EFFECTIVE BY THE SEC, THE COMPANY SHALL
DELIVER, AND SHALL CAUSE LEGAL COUNSEL SELECTED BY THE COMPANY TO DELIVER, TO
THE TRANSFER AGENT FOR THE REGISTRABLE SECURITIES (WITH COPIES TO THE INVESTORS
WHOSE REGISTRABLE SECURITIES ARE INCLUDED IN SUCH REGISTRATION STATEMENT), AN
OPINION OF SUCH COUNSEL IN THE FORM ATTACHED HERETO AS EXHIBIT 1.
(P)
AT THE REQUEST OF ANY INVESTOR, THE COMPANY SHALL PREPARE AND FILE
WITH THE SEC