DELIVERY OF THIS AGREEMENT.
III.
THE TERM "DISCLOSURE
PACKAGE" MEANS (I) THE PRELIMINARY PROSPECTUS, AS MOST RECENTLY AMENDED OR
SUPPLEMENTED IMMEDIATELY PRIOR TO THE INITIAL SALE TIME (AS DEFINED HEREIN),
(II) THE ISSUER FREE WRITING PROSPECTUSES (AS DEFINED BELOW), IF ANY, IDENTIFIED
IN SCHEDULE I HERETO, AND (III) ANY OTHER FREE WRITING PROSPECTUS (AS DEFINED
BELOW) THAT THE PARTIES HERETO SHALL HEREAFTER EXPRESSLY AGREE TO TREAT AS PART
OF THE DISCLOSURE PACKAGE.
IV.
THE TERM "ISSUER FREE WRITING
PROSPECTUS" MEANS ANY ISSUER FREE WRITING PROSPECTUS, AS DEFINED IN RULE 433 OF
THE SECURITIES ACT REGULATIONS.
THE TERM "FREE WRITING PROSPECTUS" MEANS ANY
FREE WRITING PROSPECTUS, AS DEFINED IN RULE 405 OF THE SECURITIES ACT
REGULATIONS.
V.
NEITHER THE COMPANY NOR ANY
OF THE SUBSIDIARIES (AS DEFINED HEREIN), NOR ANY OF THEIR RESPECTIVE AFFILIATES,
OFFICERS, DIRECTORS OR, TO THE COMPANY'S KNOWLEDGE, ANY BENEFICIAL OWNER OF 5%
OR MORE OF THE COMPANY'S EQUITY SECURITIES, (I) IS REQUIRED TO REGISTER AS A
"BROKER" OR "DEALER" IN ACCORDANCE WITH THE PROVISIONS OF THE EXCHANGE ACT OR
THE EXCHANGE ACT REGULATIONS, OR (II) HAS ANY DIRECT OR INDIRECT AFFILIATION OR
ASSOCIATION WITH ANY MEMBER FIRM OF FINANCIAL INDUSTRY REGULATORY AUTHORITY,
INC. ("FINRA") (AS DETERMINED IN ACCORDANCE WITH THE RULES AND REGULATIONS OF
FINRA).
VI.
ANY PRELIMINARY PROSPECTUS
WHEN FILED WITH THE COMMISSION, AND THE REGISTRATION STATEMENT AS OF EACH
EFFECTIVE DATE AND AS OF THE DATE HEREOF, COMPLIED OR WILL COMPLY, AND THE
PROSPECTUS AND ANY FURTHER AMENDMENTS OR SUPPLEMENTS TO THE REGISTRATION
STATEMENT, ANY PRELIMINARY PROSPECTUS OR THE PROSPECTUS WILL, WHEN THEY BECOME
EFFECTIVE OR ARE FILED WITH THE COMMISSION, AS THE CASE MAY BE, COMPLY, IN ALL
MATERIAL RESPECTS, WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE
SECURITIES ACT REGULATIONS; AND THE DOCUMENTS INCORPORATED BY REFERENCE IN THE
REGISTRATION STATEMENT, ANY PRELIMINARY PROSPECTUS OR THE PROSPECTUS COMPLIED,
AND ANY FURTHER DOCUMENTS SO INCORPORATED WILL COMPLY, WHEN FILED WITH THE
COMMISSION, IN ALL MATERIAL RESPECTS TO THE REQUIREMENTS OF THE EXCHANGE ACT AND
EXCHANGE ACT REGULATIONS.
VII.
THE ISSUANCE BY THE COMPANY OF
THE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT. THE SECURITIES WILL
BE ISSUED PURSUANT TO THE REGISTRATION STATEMENT AND EACH OF THE SECURITIES WILL
BE FREELY TRANSFERABLE AND FREELY TRADABLE BY EACH OF THE INVESTORS WITHOUT
RESTRICTION, UNLESS OTHERWISE RESTRICTED BY APPLICABLE LAW OR REGULATION.
B.
STOCK EXCHANGE LISTING. THE SHARES ARE APPROVED FOR LISTING
ON THE NASDAQ STOCK MARKET (THE "EXCHANGE") AND THE COMPANY HAS TAKEN NO ACTION
DESIGNED TO, OR LIKELY TO HAVE THE EFFECT OF, DELISTING THE SHARES OF COMMON
STOCK FROM THE EXCHANGE, NOR HAS THE COMPANY RECEIVED ANY NOTIFICATION THAT THE
EXCHANGE IS CONTEMPLATING TERMINATING SUCH LISTING, EXCEPT AS DISCLOSED IN THE
SEC REPORTS (AS DEFINED BELOW).
4
C.
NO STOP ORDERS, ETC. NEITHER THE COMMISSION NOR, TO THE
COMPANY'S KNOWLEDGE, ANY STATE REGULATORY AUTHORITY HAS ISSUED ANY ORDER
PREVENTING OR SUSPENDING THE USE OF THE REGISTRATION STATEMENT, ANY PRELIMINARY
PROSPECTUS OR THE PROSPECTUS OR HAS INSTITUTED OR, TO THE COMPANY'S KNOWLEDGE,
THREATENED