SAMPLE TIME AND RESPONSIBILITY SCHEDULE FOR AN INITIAL PUBLIC OFFERING OF COMMON STOCK

OFFERING OF COMMON STOCK

John K. Hoyns

May 1, 2001

for an Initial Public Offering of Common Stock¹

Participants Abbreviation

Company CO

Company Counsel CC

Managing Underwriter(s) UW

Underwriters’ Counsel UC

Auditors AU Transfer Agent and Registrar TA

1. This timetable assumes a firm commitment underwriting for a U.S. issuer that does not involve a secondary offering by selling stockholders. Additional features may be involved in an offering that includes selling stockholders. For example, the managing underwriter(s) may require each selling stockholder to execute a power of attorney naming one selling stockholder as the representative of all selling stockholders with exclusive authority to enter into agreements on their behalf with the underwriters. Selling stockholders may also be required to place their stock in escrow pursuant to a Custody Agreement during the period between the signing of the Underwriting Agreement and the Closing.

Week 1 – Organizational meeting

Weeks 1-2 – Commence preparation of Registration Statement and Underwriting Agreement

Week 3 – Circulate drafts of Registration Statement and Underwriting Agreement

– Meetings to discuss drafts of Registration Statement and Underwriting Agreement

Week 4 – Draft of Registration Statement to printer

– Circulate proofs of Registration Statement and Underwriting Agreement

– Meeting to discuss Registration Statement

Weeks 5-6 – Meetings to discuss revised proofs of Registration Statement Week 6 – Meeting of Board of Directors to approve filing of Registration

Statement and other matters in connection with offering Week 7 – Meeting to finalize Registration Statement

– Registration Statement filed with SEC Week 11 – Receive comments from SEC

– Meeting of all parties to discuss SEC comments (if necessary) – File amendment to Registration Statement with SEC

Week 12 – Commence “Road Show” marketing efforts

Weeks 12-13 – Receive additional comments from the SEC and finalize Registration Statement

Week 14 – Registration Statement becomes effective; determine offering price of stock and underwriting discounts; sign Underwriting Agreement;

commence sale of stock Pricing + 3

business days

– Closing

Date Activity Participants Several months before

formal commencement of preparation of the

Registration Statement

Explore alternative means of financing CO

Prepare business plan and information memorandum describing company for presentation to prospective managing underwriter(s)²

CO

Select managing underwriter(s) CO

Select counsel CO

During the month before formal commencement of preparation of the

Registration Statement

Meetings between Company and Company Counsel concerning “corporate cleanup.” The following matters should be discussed:

CO, CC

(a) Amendments to Certificate of Incorporation (b) Amendments to By-Laws

(c) Reincorporation in a different state (e.g., Delaware) and restructuring of Company into a single corporation or a parent corporation with subsidiaries, as appropriate

(d) Composition of Board of Directors;

creation of audit committee and other committees

2. The terms “sale,” “sell,” “offer to sell,” “offer for sale” and “offer,” and the term “offer to buy” as used in Section 5(c) of the Securities Act of 1933, as amended (the “Securities Act”), are defined in the Securities Act to exclude preliminary negotiations or agreements between an issuer and any underwriter or among underwriters who are or are to be in privity of contract with an issuer.

(e) Revise provisions of agreements that terminate when the company becomes public, e.g., restrictions on transfer, rights to board representation

(f) Readjustment of individual stockholders’

holdings in the Company, if desired (g) Employment agreements

(h) Creation of stock option, stock purchase and other desired employee benefit plans (i) Verification that all existing employee

benefit plans comply with requirements of ERISA and other applicable laws

(j) Review whether there are any Regulation G margin issues under any plans or options (k) Review ability of insiders to resell shares

after becoming public. Consider availability of Rule 701 and Rule 144 (l) Status after offering of stockholders’

agreements, voting trust agreements and other restrictions on voting and transfer of stock

(m) Need to renegotiate covenants in loan agreements that restrict, or limit use of proceeds of, a public offering

(n) Consider adding antitakeover devices (o) The need for experts other than

accountants, such as petroleum engineers Review company website, if any, for accuracy of information

CO, CC

Preliminary negotiation of terms of offering CO, UW

Meeting between Company and Auditors concerning need for change in accounting

procedures (e.g., instituting necessary procedures and controls to comply with requirements of Foreign Corrupt Practices Act and to produce reports required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) when Company is a public company

CO, AU

Negotiate letter of intent or term sheet CO, CC, UW, UC Week 1 Organizational meeting, at which the following

matters should be discussed:

CO, CC, UW, UC, AU (a) Timetable

(b) Size of offering

(c) Inclusion of selling shareholders

(d) Timing and plans for marketing meetings (the “Road Show”)

(e) Assignment of responsibilities for tasks (f) Selection of financial printer and banknote

company

(g) Selection of Transfer Agent and Registrar (h) Appropriateness of certain “corporate

clean-up” matters (e.g., employment agreements, antitakeover devices)

(i) Listing on a national securities exchange³ or quotation on Nasdaq; if stock is to be quoted on Nasdaq, whether stock will be quoted on the Nasdaq National Market⁴

3. A company making an initial public offering may not meet the criteria for listing on the major national securities exchanges. The New York Stock Exchange generally requires, in the case of a U.S. company, net pre-tax income of between $2,000,000 and $4,500,000 in each of the three fiscal years preceding the offering and aggregate market value of publicly-held shares of not less than $40,000,000 (subject to adjustment), provided that an alternative standard may be applied to companies with a market capitalization of at least $500 million and revenues of at least $200 million in their most recent fiscal year. The American Stock Exchange generally requires, in the case of a U.S. company, net pre-tax income in the fiscal year

(Footnote continued on next page)

°

Exchange, the Nasdaq National Market or certain other exchanges will avoid substantive regulation under state securities and Blue Sky laws⁵

(j) Discussion of financial statements required and of any special accounting problems (k) Discussion of any anticipated disclosure

problems

(l) Discussion of anticipated NASD or Blue Sky problems

(m) Arrangements with other stockholders who have registration rights

(Footnote continued from previous page)

preceding the offering (or in two of the three fiscal years preceding the offering) of not less than $750,000, stockholders’ equity of $4,000,000 or more and aggregate market value of publicly-held shares of not less than $3,000,000. Certain additional listing requirements are also applicable.

4. In order to be eligible for the Nasdaq National Market, a company making an initial public offering must meet one of the following entry standards: (a) pre-tax income of at least $1 million in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, market value of publicly-held shares of at least $8 million and net tangible assets of at least $6 million, (b) net tangible assets of at least $18 million and market value of publicly-held shares of at least $18 million or (c) market value of publicly-held shares of at least $20 million and market capitalization of $75 million or total assets and revenue of $75 million. In each case, there must be a minimum of 1.1 million publicly-held shares and a minimum bid price of $5 per share. In addition to meeting the financial criteria for inclusion, the

company must register the common stock under the Exchange Act. Registration under the Exchange Act is ultimately required for continued quotation of a security on any Nasdaq system, but new issuers can have their securities temporarily authorized for inclusion on Nasdaq (other than the National Market) without having effected such registration. Although any company that has had a registration statement under the Securities Act become effective is immediately subject to certain reporting and other requirements of the Exchange Act regardless of whether registration of the applicable class of securities has been effected under the Exchange Act, registration under the Exchange Act results in the application of another series of Exchange Act requirements to the company. These requirements include the rules and regulations concerning proxy solicitations and (if equity securities have been registered), reports of beneficial ownership and short-swing profit recapture.

5. Pursuant to the National Securities Markets Improvement Act of 1996, “covered securities” were exempted from registration and qualification requirements of state securities or Blue Sky laws. The term “covered securities” is defined to include a security listed, or authorized for listing, on the New York Stock Exchange or the American Stock Exchange, listed on the Nasdaq National Market or listed or authorized for listing on a national securities exchange that the SEC determines has listing standards substantially similar to the foregoing or of the same issuer that is equal or senior to a listed security.

(n) Desirability of pre-filing conferences with the SEC, Blue Sky authorities (if

applicable) or the NASD

(o) Recapitalization of the Company (e.g., stock split or reverse stock split) that will be required prior to offering

(p) Discussion of any desired stockholder concessions, such as lock-up agreements or (if applicable) Blue Sky escrow agreements (q) Discussion of need to request confidential

treatment of any exhibits

Commence preparation of Registration Statement CO, CC, UW, UC Review intended use of proceeds. Consider

whether there are any issues under the Investment Company Act of 1940

CO, CC, UW, UC

Continue business due diligence and commence legal due diligence review of material contracts, litigation, claims and contingent liabilities, past corporate action (minute books, stock records, charter, by-laws, etc.), financial statements, documentation with regard to outstanding securities, etc.

CC, UC, UW

Draft Officers’ and Directors’ Questionnaires CO, CC Commence preparation of Underwriting

Agreement, Agreement Among Underwriters, Underwriters’ Questionnaire, Underwriters’

Power of Attorney⁶ and Preliminary Blue Sky Memorandum

UC

Commence preparation of necessary financial statements

CO, AU

Draft powers of attorney for Registration Statement and amendments thereto, if needed

CO, CC

6. A separate Agreement Among Underwriters, Underwriters’ Questionnaire and Underwriters’ Power of Attorney will not be required if a Master Agreement Among Underwriters is applicable to the offering.

Select banknote company to print stock certificates

CO

Select financial printer CO

File Form ID with the SEC to obtain EDGAR access codes for the Company

CO, CC

Week 2 Advise banknote company of schedule and

arrange for printing of stock certificates⁷ CO Select Transfer Agent and Registrar CO Send Officers’ and Directors’ Questionnaires and powers of attorney, if any, to officers, directors and (as to questionnaires) 10% stockholders of Company

CO

Reserve stock exchange trading symbol (if stock is to be listed on a national securities exchange);

determine availability of Nasdaq trading symbols (if stock is to be quoted on Nasdaq)

CO, CC

Continue preparation of Registration Statement and underwriting documents

CO, CC, UW, UC Commence preparation of request for confidential

treatment, if necessary CO, CC

Commence negotiations with lenders concerning necessary consents and revisions of covenants that would restrict offering or use of proceeds thereof

CO, CC

Week 3 Circulate drafts of Registration Statement and Underwriting Agreement

CC, UC

Meetings to discuss Registration Statement and Underwriting Agreement

CO, CC, UW, UC, AU Revise Registration Statement and Underwriting

Agreement

CO, CC, UW, UC

7. Up to six to eight weeks may be required to print engraved certificates for stock that will be listed on the New York Stock Exchange; temporary certificates may be used if necessary.

Discuss comfort letter content and procedures UC, UW, AU Discuss graphics and photos for Prospectus, if

required CO, CC,

UW, UC Commence drafting necessary “corporate

cleanup” documents (e.g., charter and by-law amendments, employment agreements, stock option plans), documents necessary to effect recapitalization and Board resolutions necessary to authorize the public offering

CO, CC

Commence preparation of stock exchange listing application, if applicable

CO, CC

Review and approve proofs of stock certificates CO

Circulate drafts of financial statements⁸ AU Obtain completed questionnaires and powers of

attorney, if any, from officers and directors and 10% shareholders of Company

CO

Week 4 Draft of Registration Statement to printer CC Meeting to discuss initial printed proof of

Registration Statement (including draft financial statements) and Underwriting Agreement

CO, CC, UW, UC, AU Commence compilation and preparation of

exhibits to Registration Statement (including obtaining electronic copies of all exhibits for purposes of EDGAR filing with the SEC)

CO, CC

Circulate revised proofs of Registration Statement

and Underwriting Agreement CC, UC

Weeks 5-6 Meetings to discuss revised proofs of Registration Statement

CO, CC, UW, UC, AU

8. The precise timing of release of the financial statements will vary, depending on the proximity of the commencement of preparation of the Registration Statement to the end of the fiscal quarter for which financial statements are to be included in the Registration Statement.

Finalize “corporate cleanup” and recapitalization documents

CO, CC

Finalize financial statements CO, AU Finalize Underwriting Agreement CO, CC, UW, UC Send drafts of Registration Statement to stock

exchange on which the Company wishes to list stock for confidential review of eligibility (required by the New York Stock Exchange if listing intention language is to be included in the preliminary prospectus)

CO, CC

Week 6 Meeting of Board of Directors of Company to approve financing program and “corporate cleanup” matters, including adoption of resolutions relating to:

CO, CC

(a) Authorization of issue, sale and delivery of stock

(b) Approving form of Underwriting

Agreement and authorizing execution and delivery thereof

(c) If necessary, appointing a special committee of the Board of Directors to establish the price of stock to the

Underwriters and the initial public offering price

(d) Approving Registration Statement and Prospectus and authorizing execution and filing of Registration Statement and all amendments thereto

(e) Authorizing listing of stock on Nasdaq or a stock exchange

(f) Authorizing “Blue Sky” filings, if applicable

(g) Appointing Transfer Agent and Registrar

(h) Approving all necessary “corporate cleanup” matters

(i) Calling a meeting of stockholders, if desired

(j) Approving reincorporation and/or recapitalization

(k) Approving form of stock certificates

Meeting (or written consent in lieu of meeting) of shareholders of the Company, at which

resolutions are adopted approving reincorporation and/or recapitalization and all “corporate

cleanup” matters that require shareholder approval

CO, CC

File documents necessary to effectuate reincorporation and/or recapitalization

CO, CC

Circulate draft of comfort letter AU Prepare Form 8-A for Exchange Act registration,

if applicable⁹

CO, CC

Week 7 Meeting to finalize Registration Statement CO, CC, UW, UC, AU Complete compilation and preparation of exhibits to Registration Statement

CO, CC

Prepare transmittal letter to SEC CC Prepare application for Nasdaq or stock exchange listing

CO, CC

Prepare transmittal letter to NASD UC

9. Although by its terms Form 8-A (as opposed to the long-form Form 10) may only be used by issuers required to file reports pursuant to Section 13 or 15(d) of the Exchange Act (which for almost all companies making an initial public offering will only be the case after the effective date of the initial registration statement under the Securities Act), in practice the SEC staff has indicated that it prefers issuers who have filed an initial registration statement under the Securities Act to use Form 8-A rather than Form 10 to register their securities under the Exchange Act.

Obtain check for NASD filing fee and arrange for wire transfer payment of SEC registration fee

CO

Send final changes in Registration Statement to

printer; prepare filings for SEC, NASD CO, CC, UC, AU Complete Preliminary Blue Sky Survey, if

applicable

UC

Execute Registration Statement, Auditor’s Report and Auditor’s Consent

CO, AU

File Registration Statement with SEC

electronically via EDGAR¹⁰ CC

File Form 8-A with SEC electronically via EDGAR and with stock exchange on which listing is sought, if applicable

CC

File Registration Statement and related materials with NASD

UC

File request for confidential treatment with the

SEC, if applicable CC

Issue brief press release re filing of Registration Statement

CO, UW

Proceed with Blue Sky qualifications, if applicable, as designated by Managing Underwriter

CO, UC

Apply for CUSIP number for stock; send copy of

Registration Statement to CUSIP Service Bureau CO, CC Apply for listing on Nasdaq or stock exchange;

send copies of Registration Statement to Nasdaq or exchange

CO, CC

Week 8 Request estimated date on which SEC comments will be furnished

CC

10. Although it is permissible at this point to print and distribute the preliminary prospectus included in the Registration Statement, typically this marketing effort does not begin until after SEC comments are received and a revised Registration Statement is filed.

Begin preparation of Road Show materials UW, CO Weeks 10-11 File documents (e.g., opinion of Company

Counsel) and otherwise finalize arrangements with Transfer Agent and Registrar necessary for its initial appointment

CO, CC

Obtain CUSIP number for stock CO, CC Approve final proof of stock certificates CO Resolve outstanding issues with NASD and, if

applicable, Blue Sky administrators

UC

Resolve issues with Nasdaq or stock exchange on which stock will be listed

CO, CC

Meeting (or consent in lieu of meeting) of stockholders of the Company, reelecting directors, if desired, followed by meeting of Board of Directors of Company, reelecting officers¹¹

CO, CC

Receive stock exchange or Nasdaq approval for listing or quotation of stock

CC

Week 11 Receive comments from SEC¹² CC

Review SEC comments and prepare amendment to Registration Statement in response thereto

CO, CC, UW, UC, AU

11. The Company should consider holding its annual meeting of stockholders prior to the effective date of the Registration Statement under the Securities Act, especially if Exchange Act registration is to be

concurrently effected in connection with the listing of the Company’s common stock on a national securities exchange or its inclusion in the Nasdaq National Market. After the registration of the common stock under the Exchange Act, the proxy solicitation rules under the Exchange Act will become applicable to solicitation of proxies in respect of stockholders meetings.

12. Estimated time frame for receipt of SEC comments. To the extent that the SEC’s comments are received significantly before or after the assumed date, the subsequent dates would be adjusted accordingly. If response to the SEC comments results in significant changes to the Registration Statement and a

preliminary prospectus was previously distributed, a new preliminary prospectus may have to be circulated before the Registration Statement can become effective.

File amendment to the Registration Statement with the SEC in Washington electronically via EDGAR

CC

File amendment to the Registration Statement with the NASD

UC

File amendment to the Registration Statement

with Nasdaq or stock exchange, as applicable CC Print and distribute preliminary prospectus CC, UC

Week 12 Commence “Road Show” marketing efforts CO, UW

Weeks 12-13 Receive additional comments from the SEC and file amendments to the Registration Statement, as necessary until the staff of the SEC has no further comments¹³

CO, CC, UW, UC

Obtain NASD clearance of underwriting arrangements

UW, UC

Prepare requests for acceleration of effective date

of Registration Statement CO, CC,

UW, UC Arrange for certification to the SEC by the

exchange on which stock will be listed as to acceleration of effectiveness of Form 8-A

CO, CC

Notify Nasdaq of expected effective date of Registration Statement no less than 72 hours prior to anticipated effectiveness

CO, CC

Finalize comfort letter UW, AU,

UC

13. It is assumed that Rule 430A will be employed in connection with the effectiveness and pricing of the offering. Rule 430A allows a registration statement to be declared effective without information with respect to the public offering price, underwriting syndicate, underwriting discounts or commissions and other related matters. A form of prospectus containing such information must be filed with the SEC (pursuant to Rule 424(b)) within fifteen business days after the effective date of the registration statement (or fifteen business days after the effectiveness of a post-effective amendment thereto that contains a form of prospectus) and within two business days after the earlier of determination of the offering price and the date such form of prospectus is first used after effectiveness in connection with a public offering or sales; if such a prospectus is not filed within such fifteen-business day period, the omitted information must be contained in an effective post-effective amendment to the registration statement.

Distribute initial draft of closing memorandum UC Commence preparation of legal opinions,

certificates and other closing documents and order good standing certificates

UC, CC, TA

Week 14 Send acceleration request of the Company to SEC together with letter of Managing Underwriter(s) joining in such request and providing information concerning distribution of preliminary

prospectuses¹⁴

CC

Directors and officers of the Company file Forms 3 with the SEC, if Form 8-A will be declared effective

CC

Deadline for receiving completed Underwriters’

Questionnaire and Underwriters’ Powers of Attorney from syndicate members¹⁵

UW

Registration Statement declared effective by SEC Form 8-A declared effective by SEC, if

applicable

Managing Underwriter notified of effectiveness of Registration Statement and Form 8-A, if applicable

CO

Nasdaq or stock exchange notified of

effectiveness of Registration Statement and Form 8-A, if applicable

CO

Finalize Final Blue Sky Survey, if applicable UC Complete Blue Sky registrations, if applicable UC

14. This request may be made orally, so long as a letter indicating that fact and stating that the Company and the managing or principal underwriters are aware of their obligations under the Securities Act accompanied the Registration Statement (or a preeffective amendment thereto) at the time of filing with the SEC.

15. If a Master Agreement Among Underwriters is applicable to the offering, telexes will be received from parties to the Master Agreement (and other parties who are invited to participate in the offering) who wish to participate in the offering.

Informal agreement reached between Company and Managing Underwriter(s) as to final terms of the offering (the price to the Underwriters of the stock and the initial public offering price thereof, etc.)

CO, UW

Meeting of Company’s Board of Directors (or special committee of the Board of Directors) to establish the price of stock to Underwriters and the initial public offering price thereof and to approve final form of Underwriting Agreement

CO, CC

Sign Agreement Among Underwriters UW

Sign Underwriting Agreement CO, UW

Deliver comfort letter AU

Prepare “tombstone” UW, UC

Give printer labels and mailing instructions for final Prospectus

UW

Finalize and print final Prospectus CO, CC, UC, AU Commence public sales of stock and advise

Company UW

Issue press release announcing offering CO, UW Begin market-making activities UW Distribute revised draft of closing memorandum UC Contact banknote company to arrange for printing in quantity of stock certificates

CO

Week 14 -

Pricing + 1 business day “Tombstone” appears UW

Notify syndicate of closing date and give instructions re payment

UW

File final Prospectus with SEC electronically via EDGAR pursuant to Rule 424(b) under the Securities Act

CC

Deliver copy of final Prospectus to NASD UC Deliver copy of final Prospectus to Nasdaq or

stock exchange

CC

Furnish Company and Transfer Agent and

Registrar with names and denominations in which stock certificates are to be registered

UW

Company Counsel opinion and instructions for certificates to Transfer Agent and Registrar

CO, CC

Pricing + 2 business days Preliminary closing (2:00 p.m., New York time,

on the business day preceding the closing) CO, CC, UC

Pricing + 3 business days Closing (10:00 a.m., New York time)¹⁶ CO, CC, UW, UC,

TA Day after effective date of

Registration Statement

Earliest date (in normal case) on which to file Form S-8 to register stock issuable pursuant to employee benefit plans

CO, CC

Within 45 days after the end of the first fiscal quarter ending after effective date of

Registration Statement (unless such first fiscal quarter is the last fiscal quarter of the current fiscal year)

File report on Form 10-Q with SEC CO, CC, AU

Within 90 days after the end of the fiscal year ending after the effective date of the Registration Statement

File report on Form 10-K CO, CC,

AU

16. If the pricing occurs after 4:30 p.m. (New York time), the closing will normally be held Pricing + 4 business days. See Exchange Act Rule 15c6-1(c). In a best efforts underwriting, the closing would be delayed until the entire (or minimum) distribution provided for in the Underwriting Agreement is completed, assuming such distribution occurs within the time agreed on in the Underwriting Agreement (generally between 60 and 120 days from the effective date of the Registration Statement). The proceeds of the offering would probably be escrowed until the closing.

As soon as practicable after the end of 12 months beginning after the

effective date of the Registration Statement

Make earnings statements meeting the

requirements of Section 11(a) of the Securities Act available generally to stockholders¹⁷

CO, AU

120 days from end of fiscal year in which Registration Statement becomes

effective

Last date on which to file registration statement with respect to common stock under the

Exchange Act on Form 8-A, if stock not voluntarily registered previously under the Exchange Act

CO, CC

Effective date of common stock registration

statement under Exchange Act

Due date of initial reports of beneficial ownership of equity securities under Section 16(a) of the Exchange Act on Form 3 by officers, directors and 10% shareholders of the Company; proxy solicitation rules now applicable with respect to common stock of the Company

CO, CC

Various dates subsequent to effective date of

Registration Statement

Mailings to stockholders as represented in Prospectus

CO, CC

Provide Underwriters with copies of filings as agreed upon in Underwriting Agreement

CO, CC

17. Rule 158 under the Securities Act contains provisions whereby the earnings statement requirement can be met through reports filed with the SEC under the Exchange Act.

Document

Responsibility for Initial Draft Registration Statement

(1) Registration Statement Cover Page CC

(2) Prospectus

(a) Cover page(s) CO, CC, UC

(b) Stabilization Language UW, UC

(c) Prospectus Summary CO, CC

(d) Risk Factors CO, CC

(e) The Company CO, CC

(f) Use of Proceeds CO, CC

(g) Dividends CO, CC

(h) Capitalization CO, AU

(i) Dilution CO, CC, AU

(j) Selected Consolidated Financial Data CO, AU (k) Management’s Discussion and Analysis of

Financial Condition and Results of Operations

CO, CC, AU

(l) Business of the Company CO, CC

(m) Management CO, CC

(n) Principal Stockholders CO, CC

(o) Description of Capital Stock CO, CC (p) Shares Eligible for Future Sale CO, CC

(q) Underwriting UW, UC

(r) Legal Opinions CC, UC

(s) Experts CO, CC, AU

(t) Additional Information CO, CC

(u) Financial Statements CO, AU

(v) Part II CO, CC, UC

(3) Exhibits (including auditor’s consents) CO, CC, AU

Agreement Among Underwriters UW, UC

Underwriting Agreement UW, UC

Underwriters’ Questionnaire UW, UC

Blue Sky Memorandum, if applicable UW, UC

Underwriters’ Power of Attorney UW, UC

Selected Dealers’ Agreement (also known as Selling Agreement) UW, UC

Directors’ Power of Attorney CC

Officers’ and Directors’ Questionnaire CC

Comfort Letters AU

Tombstone Advertisement UW, UC

Exchange or Nasdaq Listing Application CO, CC

Form 8-A CO, CC

Resolutions of Board of Directors or Special Committee of Board of CO, CC

Press Releases CO, CC, UW, UC

Transmittal Letters CO, CC, UW, UC

Opinion of Counsel for the Company CC, UC

Opinion of Counsel for the Underwriter UW, UC