AT ITS
EXPENSE, A TRANSFER AGENT AND, IF NECESSARY UNDER THE JURISDICTION OF
INCORPORATION OF THE COMPANY, A REGISTRAR FOR THE SHARES.
(Q)
LISTING.
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CAUSE THE SHARES TO BE LISTED FOR QUOTATION ON THE NASDAQ GLOBAL
MARKET AND TO MAINTAIN SUCH LISTING.
(R)
INVESTMENT COMPANY ACT.
THE COMPANY SHALL NOT INVEST, OR
OTHERWISE USE THE PROCEEDS RECEIVED BY THE COMPANY FROM ITS SALE OF THE SHARES
IN SUCH A MANNER AS WOULD REQUIRE THE COMPANY TO REGISTER AS AN INVESTMENT
COMPANY UNDER THE INVESTMENT COMPANY ACT.
(S)
BROKER'S FEE. THE COMPANY WILL NOT INCUR ANY LIABILITY FOR ANY
FINDER'S OR BROKER'S FEE OR AGENT'S COMMISSION IN CONNECTION WITH THE EXECUTION
AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY (OTHER THAN AS SET FORTH IN THIS AGREEMENT).
4.
COSTS AND EXPENSES.
THE COMPANY, WHETHER OR NOT THE TRANSACTIONS
CONTEMPLATED HEREUNDER ARE CONSUMMATED OR THIS AGREEMENT IS TERMINATED, WILL PAY
OR REIMBURSE IF PAID BY THE PLACEMENT AGENT ALL REASONABLE COSTS AND EXPENSES
INCIDENT TO THE PERFORMANCE OF THE OBLIGATIONS OF THE COMPANY UNDER THIS
AGREEMENT AND IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING
BUT NOT LIMITED TO COSTS AND EXPENSES OF OR RELATING TO (I) THE PREPARATION,
PRINTING, FILING, DELIVERY AND SHIPPING OF THE REGISTRATION STATEMENT, ANY
ISSUER FREE WRITING PROSPECTUS, THE DISCLOSURE PACKAGE AND THE PROSPECTUS, AND
ANY AMENDMENT OR SUPPLEMENT TO ANY OF THE FOREGOING AND THE PRINTING AND
FURNISHING OF COPIES OF EACH THEREOF TO THE PLACEMENT AGENT AND DEALERS
(INCLUDING COSTS OF MAILING AND SHIPMENT), (II) THE REGISTRATION, ISSUE, SALE
AND DELIVERY OF THE SHARES INCLUDING ANY STOCK OR TRANSFER TAXES AND STAMP OR
SIMILAR DUTIES PAYABLE UPON THE SALE, ISSUANCE OR DELIVERY OF THE SHARES AND THE
PRINTING, DELIVERY, AND SHIPPING OF THE CERTIFICATES REPRESENTING THE SHARES,
(III) 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 3(I), (INCLUDING THE REASONABLE LEGAL FEES AND FILING FEES, AND OTHER
DISBURSEMENTS OF COUNSEL IN CONNECTION THEREWITH), AND, IF REASONABLY REQUESTED
BY THE PLACEMENT AGENT, THE PREPARATION AND PRINTING AND FURNISHING OF COPIES OF
ANY BLUE SKY SURVEYS TO THE PLACEMENT AGENT AND TO DEALERS,
(IV) THE FEES AND
EXPENSES OF ANY TRANSFER AGENT OR REGISTRAR FOR THE SHARES, (V) ANY FILINGS
REQUIRED TO BE MADE BY THE PLACEMENT AGENT OR THE COMPANY WITH THE NASD, AND THE
REASONABLE FEES, DISBURSEMENTS AND OTHER CHARGES OF COUNSEL FOR THE PLACEMENT
AGENT IN CONNECTION WITH THE NASD'S REVIEW AND APPROVAL OF THE PLACEMENT AGENT'S
PARTICIPATION IN THE OFFERING (INCLUDING ALL COBRADESK FEES), (VI) FEES,
DISBURSEMENTS AND OTHER CHARGES OF COUNSEL TO THE COMPANY, (VII) LISTING FEES,
IF ANY, FOR THE LISTING OR QUOTATION OF THE SHARES ON THE NASDAQ GLOBAL MARKET,
(VIII) FEES AND DISBURSEMENTS OF THE COMPANY'S AUDITOR INCURRED IN DELIVERING
THE LETTER(S) DESCRIBED IN SECTION 5(I) OF THIS AGREEMENT, (IX) FEES,
DISBURSEMENTS AND OTHER CHARGES OF COUNSEL TO