IT TO GENERAL SERVICE OF PROCESS IN ANY
JURISDICTION WHERE IT IS NOT NOW SO SUBJECT.
11
(J)
THE COMPANY WILL APPLY THE NET PROCEEDS FROM THE OFFERING AND
SALE OF THE SHARES IN THE MANNER SET FORTH IN THE PROSPECTUS UNDER THE CAPTION
"USE OF PROCEEDS."
(K)
THE COMPANY WILL USE ITS BEST EFFORTS TO ENSURE THAT THE SHARES
ARE LISTED OR QUOTED ON THE NASDAQ GLOBAL MARKET AT THE TIME OF THE CLOSING.
(L)
THE COMPANY WILL NOT AT ANY TIME, DIRECTLY OR INDIRECTLY, TAKE
ANY ACTION INTENDED, OR WHICH MIGHT REASONABLY BE EXPECTED, TO CAUSE OR RESULT
IN, OR WHICH WILL CONSTITUTE, STABILIZATION OF THE PRICE OF THE SHARES TO
FACILITATE THE SALE OR RESALE OF ANY OF THE SHARES.
5.
AGREEMENTS OF THE PLACEMENT AGENT.
THE PLACEMENT AGENT AGREES
THAT IT SHALL NOT INCLUDE ANY "ISSUER INFORMATION" (AS DEFINED IN RULE 433 UNDER
THE ACT) IN ANY "FREE WRITING PROSPECTUS" (AS DEFINED IN RULE 405) USED OR
REFERRED TO BY SUCH PLACEMENT AGENT WITHOUT THE PRIOR CONSENT OF THE COMPANY
(ANY SUCH ISSUER INFORMATION WITH RESPECT TO WHOSE USE THE COMPANY HAS GIVEN ITS
CONSENT, "PERMITTED ISSUER INFORMATION"); PROVIDED THAT (I)
NO SUCH CONSENT
SHALL BE REQUIRED WITH RESPECT TO ANY SUCH ISSUER INFORMATION CONTAINED IN ANY
DOCUMENT FILED BY THE COMPANY WITH THE COMMISSION PRIOR TO THE USE OF SUCH FREE
WRITING PROSPECTUS AND (II) "ISSUER INFORMATION," AS USED IN THIS SECTION 5
SHALL NOT BE DEEMED TO INCLUDE INFORMATION PREPARED BY SUCH PLACEMENT AGENT ON
THE BASIS OF OR DERIVED FROM ISSUER INFORMATION.
6.
EXPENSES. WHETHER OR NOT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE CONSUMMATED OR THIS AGREEMENT IS TERMINATED, THE COMPANY WILL PAY
ALL COSTS AND EXPENSES INCIDENT TO THE PERFORMANCE OF THE OBLIGATIONS OF THE
COMPANY UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO COSTS AND EXPENSES OF
OR RELATING TO (1) THE PREPARATION, PRINTING AND FILING OF THE REGISTRATION
STATEMENT (INCLUDING EACH PRE- AND POST-EFFECTIVE AMENDMENT THERETO) AND
EXHIBITS THERETO, ANY ISSUER FREE WRITING PROSPECTUS, EACH PRELIMINARY
PROSPECTUS, THE PROSPECTUS AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, INCLUDING
ALL FEES, DISBURSEMENTS AND OTHER CHARGES OF COUNSEL AND ACCOUNTANTS TO THE
COMPANY, (2) THE PREPARATION AND DELIVERY OF CERTIFICATES REPRESENTING THE
SHARES, (3) FURNISHING (INCLUDING COSTS OF SHIPPING AND MAILING) SUCH COPIES OF
THE REGISTRATION STATEMENT (INCLUDING ALL PRE- AND POST-EFFECTIVE AMENDMENTS
THERETO), THE PROSPECTUS AND ANY PRELIMINARY PROSPECTUS OR ISSUER FREE WRITING
PROSPECTUS, AND ALL AMENDMENTS AND SUPPLEMENTS THERETO, AS MAY BE REQUESTED FOR
USE IN CONNECTION WITH THE DIRECT PLACEMENT OF THE SHARES, (4) THE LISTING OF
THE COMMON STOCK ON THE NASDAQ GLOBAL MARKET, (5) ANY FILINGS REQUIRED TO BE
MADE BY THE PLACEMENT AGENT WITH THE NASD, AND THE FEES, DISBURSEMENTS AND OTHER
CHARGES OF COUNSEL FOR THE PLACEMENT AGENT IN CONNECTION THEREWITH, (6) THE
REGISTRATION OR QUALIFICATION OF THE SHARES FOR OFFER AND SALE UNDER THE
SECURITIES OR BLUE SKY LAWS OF SUCH JURISDICTIONS DESIGNATED PURSUANT TO SECTION
4(I), INCLUDING THE REASONABLE FEES, DISBURSEMENTS AND OTHER