ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY AND EXCEPT AS ENFORCEMENT HEREOF IS SUBJECT TO
GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER ENFORCEMENT IS CONSIDERED IN
A PROCEEDING IN EQUITY OR AT LAW).
(4)
THE INVESTOR SHARES HAVE BEEN DULY AUTHORIZED BY THE COMPANY, AND
WHEN ISSUED AND DELIVERED BY THE COMPANY AGAINST PAYMENT THEREFOR AS
CONTEMPLATED BY THIS AGREEMENT, THE INVESTOR SHARES WILL BE VALIDLY ISSUED,
FULLY PAID AND NONASSESSABLE, AND WILL CONFORM TO THE DESCRIPTION OF THE COMMON
STOCK CONTAINED IN THE PROSPECTUS.
(5)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT DO NOT, AND THE
COMPLIANCE BY THE COMPANY WITH THE TERMS HEREOF WILL NOT, (I) VIOLATE THE
CERTIFICATE OF INCORPORATION (AS AMENDED TO DATE) OF THE COMPANY OR THE BY-LAWS
(AS AMENDED TO DATE) OF THE COMPANY, (II) RESULT IN A BREACH OR VIOLATION OF ANY
OF THE TERMS OR PROVISIONS OF, OR CONSTITUTE A DEFAULT UNDER, ANY INDENTURE,
MORTGAGE, DEED OF TRUST, LOAN AGREEMENT OR OTHER AGREEMENT OR INSTRUMENT TO
WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH THE COMPANY
OR ANY OF ITS SUBSIDIARIES IS BOUND OR TO WHICH ANY OF THEIR PROPERTIES OR
ASSETS ARE SUBJECT, OR (III) RESULT IN A VIOLATION OF, OR FAILURE TO BE IN
COMPLIANCE WITH, ANY APPLICABLE STATUTE OR ANY ORDER, JUDGMENT, DECREE, RULE OR
REGULATION OF ANY COURT OR GOVERNMENTAL, REGULATORY OR SELF-REGULATORY AGENCY OR
BODY HAVING JURISDICTION OVER THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY OF
THEIR PROPERTIES OR ASSETS, EXCEPT WHERE SUCH BREACH, VIOLATION, DEFAULT OR THE
FAILURE TO BE IN COMPLIANCE WOULD NOT INDIVIDUALLY OR IN THE AGGREGATE HAVE A
MATERIAL ADVERSE EFFECT OR ADVERSELY AFFECT THE ABILITY OF THE COMPANY TO ISSUE
AND SELL THE INVESTOR SHARES; AND NO CONSENT, APPROVAL, AUTHORIZATION, ORDER,
REGISTRATION, FILING OR QUALIFICATION OF OR WITH ANY SUCH COURT OR GOVERNMENTAL,
REGULATORY OR SELF-REGULATORY AGENCY OR BODY IS REQUIRED FOR THE VALID
AUTHORIZATION, EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF THIS
AGREEMENT OR THE ISSUANCE OF THE INVESTOR SHARES, EXCEPT FOR SUCH CONSENTS,
APPROVALS, AUTHORIZATIONS, REGISTRATIONS, FILINGS OR QUALIFICATIONS AS MAY BE
REQUIRED UNDER THE SECURITIES ACT OR STATE SECURITIES OR "BLUE SKY" LAWS AND
HAVE BEEN OR WILL BE OBTAINED AND WHICH HAVE BEEN OR WILL BE MADE IN CONNECTION
WITH THE LISTING OF THE INVESTOR SHARES ON THE NASDAQ GLOBAL MARKET.
(6)
THE COMPANY MEETS THE REQUIREMENTS FOR THE USE OF FORM S-3 UNDER
THE SECURITIES ACT FOR THE PRIMARY ISSUANCE OF SECURITIES.
THE REGISTRATION
STATEMENT HAS BEEN DECLARED EFFECTIVE BY THE COMMISSION AND AT THE TIME IT
BECAME EFFECTIVE, AND AS OF THE DATE HEREOF, THE REGISTRATION STATEMENT COMPLIED
AND COMPLIES WITH RULE 415 UNDER THE SECURITIES ACT.
NO STOP ORDER SUSPENDING
THE EFFECTIVENESS OF THE REGISTRATION STATEMENT HAS BEEN ISSUED AND NO
PROCEEDING FOR THAT PURPOSE HAS BEEN INITIATED OR, TO THE COMPANY'S KNOWLEDGE,
THREATENED BY THE COMMISSION.
ON THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT, THE REGISTRATION STATEMENT COMPLIED, ON THE DATE OF THE PROSPECTUS,
THE PROSPECTUS WILL