Common use of Agent’s Representations, Warranties and Covenants Clause in Contracts

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that: 13.1 The Placement Agent is a limited liability company duly organized and existing under the laws of the state of Georgia. The Placement Agent is an OSJ branch office of Dunwoody 91 Brokerage Services, Inc., a licensed NASD broker-dealer, and a member of SIPC. 13.2 There is not now pending or threatened or to the Agent's knowledge, contemplated against the Agent any action or proceeding of which the Agent has been advised, either in any court of competent jurisdiction, before the Commission or before any state securities commission or the NASD, concerning the Agent's activities which would impair the ability of the Agent to conduct the Offering as contemplated by this Agreement. 13.3 In the event any action or proceeding of the type referred to Section 13.2 above shall in be instituted or threatened against the Agent at any time prior to the Closing Date or, in the event there shall be filed by or against the Agent in any court, pursuant to any federal, state, local or municipal statute, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of its assets or if the Agent makes an assignment for the benefit of creditors, the Company shall have the right, on three (3) days' written notice to the Agent, to terminate this Agreement without any liability to the Agent of any kind, except for the payment of all expenses provided herein. 13.4 Agent understands and acknowledges that prior to issuance, the Securities are not being registered under the Act, and that the Offering is to be conducted pursuant to Regulation D under the Securities Act of 1933, as amended, (the "Act"). Accordingly, in conducting its activities under this Agreement. (a) Agent has not offered or sold and will not offer or sell any Securities to any investor which Agent does have reasonable grounds to believe, or does not believe, is an "Accredited Investor," within the meaning of Regulation D under the Act. (b) Agent has not offered or sold and will not offer or sell any Securities by means of any form of general solicitation or general advertising, including, but not limited to, the following: (1) any advertisement article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (c) Agent will not solicit or accept the subscription of any person unless immediately before accepting such subscription Agent has reasonable grounds to believe and does believe that (i) such person is an Accredited Investor and (ii) all representations made and information furnished by such person in the Subscription Agreement and related documents are true and correct in all material respects. (d) Agent will not solicit any purchasers of any Securities unless the Offering Documents are furnished to such prospective purchaser. (e) Upon notice from the Company that the Offering Documents are required to be amended or supplemented, Agent will immediately cease use of the Offering Documents until Agent has received such amendment or supplement and thereafter will make use of the Offering Documents only as so amended or supplemented, and Agent will deliver a copy of such amendment or supplement to each prospective investor to whom a copy of the Offering Documents had previously been delivered (and who has not returned such copy). (f) Agent will use its best efforts to conduct the offering of the Securities in a manner that will allow the availability of the private offering exemption from federal securities regulation provided by Regulation D promulgated under the Securities Act of 1933, as amended. (g) Agent will notify the Company in writing promptly when any event shall have occurred during the Offering Period as a result of which any representation or warranty of the Agent herein would not be true. 13.5 Neither the Agent nor any of its Affiliates will take any action which will impair the effectiveness of the transactions contemplated by this Agreement. 13.6 All corporate actions by Agent required for the execution, delivery and performance of this Agreement have been taken. The execution and delivery of this Agreement by the Agent, the observance and performance thereof, and the consummation of the transactions contemplated herein or in the Offering Documents do not and will not constitute a material breach of, or a material default under, any instrument or agreement by which the Agent is bound, and does not and will not, to the best of the Agent's knowledge, contravene any existing law, decree or order applicable to it. This Agreement constitutes a valid and binding agreement of Agent, enforceable in accordance with its terms. 13.7 Agent understands that the Company is relying upon Agent's representations and warranties in connection with the Offering and the sale of the Securities contemplated by this Agreement. 13.8 Agent's representations and warranties under this Section 13 shall be true and correct as of the Closing, and shall survive the Closing indefinitely. 13.9 Upon closing of the Offering and with the Company's prior written approval for each such service to be provided, Placement Agent agrees to provide the following services (the "PLUS Package Aftermarket Services") for a period of one (1) year following the Initial Tranche Closing Date of the Offering (service may be provided for periods following one (1) year subject to subsequent agreement between Company and Placement Agent).

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that:: Capstone Partners, L.C. 10.9 - 14 Copywrite 2000 13.1 The Placement Agent is a limited liability company duly organized and existing under the laws of the state of GeorgiaUtah. The Placement Agent is an OSJ branch office of Dunwoody 91 Brokerage Services, Inc., a licensed NASD broker-dealer, and a member of SIPC. 13.2 There is not now pending or threatened or to the Agent's knowledge, contemplated against the Agent any action or proceeding of which the Agent has been advised, either in any court of competent jurisdiction, before the Commission or before any state securities commission or the NASD, concerning the Agent's activities which would impair the ability of the Agent to conduct the Offering as contemplated by this Agreement. 13.3 In the event any action or proceeding of the type referred to Section 13.2 above shall in be instituted or threatened against the Agent at any time prior to the Closing Date or, in the event there shall be filed by or against the Agent in any court, pursuant to any federal, state, local or municipal statute, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of its assets or if the Agent makes an assignment for the benefit of creditors, the Company shall have the right, on three (3) days' written notice to the Agent, to terminate this Agreement without any liability to the Agent of any kind, except for the payment of all expenses provided herein. 13.4 Agent understands and acknowledges that prior to issuance, the Securities are Equity Line Agreement is not being registered under the Act, and that the Offering and sale of the Equity Line Agreement is to be conducted pursuant to Regulation D under the Securities Act of 1933, as amended, (the "Act"). Accordingly, in conducting its activities under this Agreement. (a) Agent has not offered or sold placed and will not offer or sell any place the Equity Line Agreement or the Securities that may issue therefrom to any investor which Agent does not have reasonable grounds to believe, or does not believe, is an "Accredited Investor," within the meaning of Regulation D under the Act. (b) Agent has not offered or sold placed and will not offer or sell any Securities place the Equity Line Agreement by means of any form of general solicitation or general advertising, including, but not limited to, the following: (1) any advertisement article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (c) Agent will not solicit or accept the subscription of any person unless immediately before accepting such subscription Agent has reasonable grounds to believe and does believe that (i) such person is an Accredited Investor and (ii) all representations made and information furnished by such person in the Subscription Equity Line Agreement and related documents are true and correct in all material respects. (d) Agent will not solicit any purchasers of any Securities securities unless the Offering Documents are furnished to such prospective purchaser.. Capstone Partners, L.C. 10.9 - 15 Copywrite 2000 (e) Upon notice from the Company that the Offering Documents are required to be amended or supplemented, Agent will immediately cease use of the Offering Documents until Agent has received such amendment or supplement and thereafter will make use of the Offering Documents only as so amended or supplemented, and Agent will deliver a copy of such amendment or supplement to each prospective investor to whom a copy of the Offering Documents had previously been delivered (and who has not returned such copy). (f) Agent will use its best efforts to conduct the offering of the Securities in a manner that will allow the availability of the private offering exemption from federal securities regulation provided by Regulation D promulgated under the Securities Act of 1933, as amended. (g) Agent will notify the Company in writing promptly when any event shall have occurred during the Offering Period as a result of which any representation or warranty of the Agent herein would not be true. 13.5 Neither the Agent nor any of its Affiliates affiliates or controlling persons will take any action which that will impair the effectiveness of the transactions contemplated by this Agreement. 13.6 All corporate actions by Agent required for the execution, delivery and performance of this Agreement have been taken. The execution and delivery of this Agreement by the Agent, the observance and performance thereof, and the consummation of the transactions contemplated herein or in the Offering Documents do not and will not constitute a material breach of, or a material default under, any instrument or agreement by which the Agent is bound, and does not and will not, to the best of the Agent's knowledge, contravene any existing law, decree or order applicable to it. This Agreement constitutes a valid and binding agreement of Agent, enforceable in accordance with its terms. 13.7 Agent understands that the Company is relying upon Agent's representations and warranties in connection with the Offering and the sale of the Equity Line Agreement and the underlying Securities contemplated by this Agreement. 13.8 Agent's representations and warranties under this Section 13 shall be true and correct as of the Closing, and shall survive the Closing indefinitely. 13.9 Upon closing of the Offering and with the Company's prior written approval for each such service to be provided, Placement Agent agrees to provide the following services (the "PLUS Package Aftermarket Services") for a period of one (1) year following the Initial Tranche Closing Date of the Offering (service may be provided for periods following one (1) year subject to subsequent agreement between Company and Placement Agent).

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that: 13.1 The Placement Agent is a limited liability company duly organized and existing under the laws of the state of Georgia. The Placement Agent is an OSJ branch office of Dunwoody 91 Brokerage Services, Inc., a licensed NASD broker-dealer, and a member of SIPC. 13.2 There is not now pending or threatened or to the Agent's knowledge, contemplated against the Agent any action or proceeding of which the Agent has been advisedproceeding, either in any court of competent jurisdiction, before the Commission or before any state securities commission or the NASD, concerning the Agent's activities which would impair the ability of the Agent to conduct the Offering as contemplated by this Agreement. 13.3 In the event any action or proceeding of the type referred to in Section 13.2 above shall in be instituted or threatened against the Agent at any time prior to the Closing Date or, in the event there shall be filed by or against the Agent in any court, pursuant to any federal, state, local or municipal statute, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of its assets or if the Agent makes an assignment for the benefit of creditors, the Company shall have the right, on three (3) days' written notice to the Agent, to terminate this Agreement without any liability to the Agent of any kind, except for the payment of all expenses provided herein, if due. 13.4 Agent understands and acknowledges that prior to issuance, the Securities are not being registered under the Act, and that the Offering is to be conducted pursuant to Regulation D under the Securities Act of 1933, as amended, (the "Act"). Accordingly, in conducting its activities under this Agreement.: (a) Agent has not offered or sold and will not offer or sell any Securities to any investor which Agent does have reasonable grounds to believe, or does not believe, is an "Accredited Investor," within the meaning of Regulation D under the Act. (b) Agent has not offered or sold and will not offer or sell any Securities by means of any form of general solicitation or general advertising, including, but not limited to, the following: (1) any advertisement advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radioradio or internet; and (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (c) Agent will not solicit or accept the subscription of any person unless immediately before accepting such subscription Agent has reasonable grounds to believe and does believe that (i) such person is an Accredited Investor and (ii) all representations made and information furnished by such person in the Subscription Agreement and related documents are true and correct in all material respects. (d) Agent will not solicit any purchasers of any Securities unless the Offering Documents are furnished to such prospective purchaser[Intentionally Omitted]. (e) Upon notice from the Company that the Offering Documents are required to be amended or supplemented, Agent will immediately cease use of the Offering Documents until Agent has received such amendment or supplement and thereafter will make use of the Offering Documents only as so amended or supplemented, and Agent will deliver a copy of such amendment or supplement to each prospective investor to whom a copy of the Offering Documents had previously been delivered (and who has not returned such copy). (f) Agent will use its best efforts to conduct the offering of the Securities in a manner that will allow the availability of the private offering exemption from federal securities regulation provided by Regulation D promulgated under the Securities Act of 1933, as amended, provided, however, that agent is not responsible for the unavailability of such exemption caused by the misrepresentations of the Company or of an Investor. (g) Agent will notify the Company in writing promptly when any event shall have occurred during the Offering Period as a result of which any representation or warranty of the Agent herein would not be true. 13.5 Neither the Agent nor any of its Affiliates will take any action which will impair the effectiveness of the transactions contemplated by this Agreement. 13.6 All corporate actions by Agent required for the execution, delivery and performance of this Agreement have been taken. The execution and delivery of this Agreement by the Agent, the observance and performance thereof, and the consummation of the transactions contemplated herein or in the Offering Documents do not and will not constitute a material breach of, or a material default under, any instrument or agreement by which the Agent is bound, and does not and will not, to the best of the Agent's knowledge, contravene any existing law, decree or order applicable to it. This Agreement constitutes a valid and binding agreement of Agent, enforceable in accordance with its terms. 13.7 Agent understands that the Company is relying upon Agent's representations and warranties in connection with the Offering and the sale of the Securities contemplated by this Agreement. 13.8 Agent's representations and warranties under this Section 13 shall be true and correct as of the Closing, and shall survive the Closing indefinitely. 13.9 Upon closing of the Offering and with the Company's prior written approval for each such service to be providedOffering, Placement Agent agrees to provide the following services (the "PLUS Package Aftermarket Services") for a period of one (1) year following the Initial Tranche Last Closing Date of the Offering (service may be provided for periods following one (1) year subject to subsequent agreement between Company and Placement Agent); provided, however, that Placement Agent, in its discretion, may discontinue providing the PLUS Package Aftermarket Services if there is a material adverse change to the Company's fundamentals or business prospects after the date hereof.

Agent’s Representations, Warranties and Covenants. The Agent represents and warrants to and agrees with the Company that: 13.1 The Placement Agent is a limited liability company duly organized and existing under the laws of the state of GeorgiaUtah. The Placement Agent is an OSJ branch office of Dunwoody 91 Brokerage Services, Inc., a licensed NASD broker-dealer, and a member of SIPC. 13.2 There is not now pending or threatened or to the Agent's knowledge, contemplated against the Agent any action or proceeding of which the Agent has been advised, either in any court of competent jurisdiction, before the Commission or before any state securities commission or the NASD, concerning the Agent's activities which would impair the ability of the Agent to conduct the Offering as contemplated by this Agreement. 13.3 In the event any action or proceeding of the type referred to Section 13.2 above shall in be instituted or threatened against the Agent at any time prior to the Closing Date or, in the event there shall be filed by or against the Agent in any court, pursuant to any federal, state, local or municipal statute, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of its assets or if the Agent makes an assignment for the benefit of creditors, the Company shall have the right, on three (3) days' written notice to the Agent, to terminate this Agreement without any liability to the Agent of any kind, except for the payment of all expenses provided herein. 13.4 Agent understands and acknowledges that prior to issuance, the Securities are Equity Line Agreement is not being registered under the Act, and that the Offering and sale of the Equity Line Agreement is to be conducted pursuant to Regulation D under the Securities Act of 1933, as amended, (the "Act"). Accordingly, in conducting its activities under this Agreement. (a) Agent has not offered or sold placed and will not offer or sell any place the Equity Line Agreement or the Securities that may issue therefrom to any investor which Agent does not have reasonable grounds to believe, or does not believe, is an an, "Accredited Investor," within the meaning of Regulation D under the Act. (b) Agent has not offered or sold placed and will not offer or sell any Securities place the Equity Line Agreement by means of any form of general solicitation or general advertising, including, but not limited to, the following: (1) any advertisement article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (2) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (c) Agent will not solicit or accept the subscription of any person unless immediately before accepting such subscription Agent has reasonable grounds to believe and does believe that (i) such person is an Accredited Investor and (ii) all representations made and information furnished by such person in the Subscription Equity Line Agreement and related documents are true and correct in all material respects. (d) Agent will not solicit any purchasers of any Securities securities unless the Offering Documents are furnished to such prospective purchaser. (e) Upon notice from the Company that the Offering Documents are required to be amended or supplemented, Agent will immediately cease use of the Offering Documents until Agent has received such amendment or supplement and thereafter will make use of the Offering Documents only as so amended or supplemented, and Agent will deliver a copy of such amendment or supplement to each prospective investor to whom a copy of the Offering Documents had previously been delivered (and who has not returned such copy). (f) Agent will use its best efforts to conduct the offering of the Securities in a manner that will allow the availability of the private offering exemption from federal securities regulation provided by Regulation D promulgated under the Securities Act of 1933, as amended. (g) Agent will notify the Company in writing promptly when any event shall have occurred during the Offering Period as a result of which any representation or warranty of the Agent herein would not be true. 13.5 Neither the Agent nor any of its Affiliates affiliates or controlling persons will take any action which that will impair the effectiveness of the transactions contemplated by this Agreement. 13.6 All corporate actions by Agent required for the execution, delivery and performance of this Agreement have been taken. The execution and delivery of this Agreement by the Agent, the observance and performance thereof, and the consummation of the transactions contemplated herein or in the Offering Documents do not and will not constitute a material breach of, or a material default under, any instrument or agreement by which the Agent is bound, and does not and will not, to the best of the Agent's knowledge, contravene any existing law, decree or order applicable to it. This Agreement constitutes a valid and binding agreement of Agent, enforceable in accordance with its terms. 13.7 Agent understands that the Company is relying upon Agent's representations and warranties in connection with the Offering and the sale of the Equity Line Agreement and the underlying Securities contemplated by this Agreement. 13.8 Agent's representations and warranties under this Section 13 shall be true and correct as of the Closing, and shall survive the Closing indefinitely. 13.9 Upon closing of the Offering and with the Company's prior written approval for each such service to be provided, Placement Agent agrees to provide the following services (the "PLUS Package Aftermarket Services") for a period of one (1) year following the Initial Tranche Closing Date of the Offering (service may be provided for periods following one (1) year subject to subsequent agreement between Company and Placement Agent).