Extract to table

" The Opinion is required to be delivered as a condition to the Closing pursuant to Section 4(b) of the Underwriting Agreement

Opinion 4: Valid Issuance The Shares (including both the Firm Shares and the Option Shares), when issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement, at the purchase price per share specified therein (which purchase price shall be equal to the public offering price per share less the underwriting discount of 5

The Company's Amended and Restated Certificate of Incorporation expressly provides that no holder of any shares of Common Stock shall have any preemptive right to subscribe for, purchase, or otherwise acquire any shares of any class of stock of the Company, whether now or hereafter authorized