Extract to table

Bring-Down of Representations and Warranties The current draft of the Underwriting Agreement provides, as a condition to closing, that the representations and warranties of the Company and the Selling Stockholder shall be "true and correct in all material respects" both as of the date of the Underwriting Agreement and as of the closing date (the "Closing Date")

We request that the bring-down condition be revised to employ the standard "Xeroxx/double-materiality scrub" approach, as follows: (a) Representations and warranties that are already qualified by materiality, "Material Adverse Effect," or similar qualifications shall be brought down as "true and correct in all respects" as of the Closing Date (i

(b) Representations and warranties that are not so qualified shall be brought down as "true and correct in all material respects" as of the Closing Date

Market-Out Termination Right The current draft permits the Representative to terminate the Underwriting Agreement prior to closing if "trading on the New York Stock Exchange or the Nasdaq Stock Market shall have been suspended or materially limited

We request that the Underwriting Agreement include express cross-reference language providing that any reference to a "Material Adverse Effect" or a "material adverse effect" in the termination provisions shall have the meaning set forth in the MAE definition section, including all carve-outs and qualifications set forth therein

Calderwood & Harkness requests the following modifications: First, the consent standard should be revised to provide that the Representative's consent shall not be "unreasonably withheld, delayed, or conditioned