Common use of Commission Documents, Financial Statements Clause in Contracts

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock Company is registered pursuant subject to Section 12(b) or 12(g) the reporting requirements of the Exchange Act and, except as disclosed in set forth on Schedule 3.11, has filed with the Commission all reports, schedules, registration statements and definitive proxy statements that the Company was required to file with the Commission on and after October 7, 2005 (collectively, the “SEC Documents”). The Company is not aware of any event occurring or expected to occur on or prior to the Closing Date (other than the transactions effected hereby) that would require the filing of, or with respect to which the Company intends to file, a Form 8-K after the Closing. Each SEC Document, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies date of the Commission Documents filed filing thereof with the Commission prior to the Effective Date (includingCommission, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, the rules and regulations applicable to it, promulgated thereunder and, as of its the date of such filing date (or, or if amended or superseded by a filing prior to the Effective Datedate of this Agreement, then on the date of such amended or superseded filing), such Commission SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement All documents required to be filed pursuant as exhibits to Sections 1.4 the SEC Documents have been filed as required. Except as set forth in SEC Documents filed and 5.9 hereof available to the public on XXXXX at least five (5) Business Days prior to the date of this Agreement (the “Disclosure Documents”), the Company has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business which, under GAAP, are not required to be reflected in the financial statements included in the Disclosure Documents and which, individually or in the aggregate, are not material to the consolidated business or financial condition of the Company and its Subsidiaries taken as a whole. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with GAAP consistently applied at the times and during the Investment Period periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). No other information provided by or on behalf of the Company to the Purchasers which is not included in the Commission Documents, including, without limitation, the Current Report)information referred to in Section 2.4 of this Agreement, when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2009 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2009 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Closing Date (including, without limitation, the 2008 2012 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementCommission. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in prior to the Registration Statement and the Prospectus Closing Date (including, without limitation, the 2008 2012 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission, on each Draw Down Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date, on each Draw Down Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission after the Effective Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all written responses of the Company thereto in the form such responses were filed via XXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Commission DocumentsSEC Documents or on Schedule 3.1(f) hereto, as of the Effective Date the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance be filed by it with Rule 12b-25 under the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince December 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus1998. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective dates, the 2008 Form 10-K) SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to none of the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, except as disclosed in amended (the “Exchange Act”), and the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) . At the times of their respective filings, all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents aforementioned reports, schedules, forms, statements and other documents required to be filed by it with the Commission prior to (the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the “Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-KDocuments”) complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, Act and other federal, state and local laws, the rules and regulations applicable to itof the Commission promulgated thereunder, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus registration statement and any Prospectus Supplement required to be amendment thereto filed by the Company during the two years preceding the date hereof pursuant to Sections 1.4 the Securities Act and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commissionrules and regulations thereunder, as of the case may bedate such statement or amendment became effective, shall comply complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or year-end adjustments or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had Parent has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents be filed by it with the Commission prior pursuant to the Effective Date reporting requirements of the Securities Exchange Act of 1934, as amended (including, without limitationthe “Exchange Act”) (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the 2008 Form 8-K filed by Parent with the Commission on November 8, 2010, as amended by the Form 8-K/A filed by Parent with the Commission on November 15, 2010 (together, the “Form 8-K”) and Parent’s Form 10-K for the fiscal year ended September 30, 2010 (the “Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K”) complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to itof the Commission promulgated thereunder, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document Form 8-K and Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the financial statements of Parent and Buyer included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations applicable of the Commission. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make Parent and its subsidiaries as of the statements thereindates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2005 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2005 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)date, such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Date date hereof (including, without limitation, the 2008 2011 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus). The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2011 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Datedate hereof, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with or furnished to the Commission after the Effective Date and date hereof, including any Commission Document incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof Statement during the Investment Period Term (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Date (including, without limitation, the 2008 2011 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. No Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2011 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with or furnished to the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections Section 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Commission DocumentsSEC Documents or on SCHEDULE 3.1(F) hereto, as of the Effective Date the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance be filed by it with Rule 12b-25 under the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince December 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus1998. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective dates, the 2008 Form 10-K) SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to none of the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in the Commission Documentsand since March 31, as of the Effective Date 2000, the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission since March 31, 2000 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 The Form 10-K) K for the year ended December 31, 1999 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to itof the Commission promulgated thereunder, and, and the said Form 10-K as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document filed did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andand the Company has timely filed all reports, except as disclosed in schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all Commission Documentsof the foregoing, including filings incorporated by reference therein, being referred to herein as the "COMMISSION DOCUMENTS"). The Company has delivered maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq National Market. The Company has made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since December 31, 2001 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company's Form 10-K) K for the year ended December 31, 2001 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Date, on the date of such amended or superseded filing)information disclosed and incorporated by reference therein, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since December 31, 2001 complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the --------------------------------------------- Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act Act, and, except as disclosed in the Commission Documents, as of the Effective Date since January 1999, the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-Kas set forth in Section III(G) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectushereof. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, or for which the Purchaser has not executed a confidentiality agreement, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective dates, the 2008 Form 10-K) KSB for the fiscal year ended June 30, 2001 and the Form l0-QSB for the fiscal quarter ended September 30, 2001 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, of the Commission promulgated thereunder and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior none of the Form l0-KSB and the Form l0-QSB referred to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain above contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, except as disclosed in amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities Exchange Commission (“SEC”) pursuant to the reporting requirements of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents, as ”). At the times of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitationtheir respective filings, the Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K) ”, and has delivered together with any other report, schedule, form, statement or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly other document filed by the Company but which has not been so disclosed, other than with respect the SEC pursuant to the transactions contemplated by this Agreement. As reporting requirements of its the Exchange Act subsequent to the filing date, each Commission Document filed with of the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-KK and prior to the date of this Agreement, the “Public Filings”) complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act Act, and, except as disclosed in the Commission Documentson Schedule 2.1(f) hereto, as of the Effective Date the Company had has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (giving effect the “Commission”) pursuant to permissible extensions in accordance with Rule 12b-25 under the reporting requirements of the Exchange Act, including pursuant to Sections 13, 14 or 15(d) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date thereof (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore foregoing and all exhibits included therein and financial statement and schedules thereto, including filings incorporated by reference in therein being referred to herein as the Registration Statement and “Commission Documents”). At the Prospectus. The Company has not provided to the Investor any information whichtimes of their respective filings, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each all Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) Documents complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to itof the Commission promulgated thereunder, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Dateknowledge of the Company, on the date Commission Documents at the time of such amended or superseded filing), such Commission Document their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the financial statements of the Company included in the Commission after the Effective Date Documents complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements set forth in GAAP and GAAS and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements, together with the related notes and schedules thereto, have been prepared in accordance with GAAP and GAAS applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments). The Company is in compliance with all applicable state securities laws and regulations (“Blue Sky Laws”).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, except as disclosed in since December 31, 2005, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has delivered or made available to each of the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince December 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus2005. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As At the times of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective filings, the 2008 Form 10-K) KSB and the Form 10-QSB complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to none of the Effective Date, on Form 10-KSB and the date of such amended or superseded filing), such Commission Document did not contain Form 10-QSB contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, except as disclosed in amended the "Exchange Act"), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to each of the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusDocuments. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As At the times of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective filings, the 2008 Form 10-K) KSB and the Form 10-QSB complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to none of the Effective Date, on Form 10-KSB and the date of such amended or superseded filing), such Commission Document did not contain Form 10-QSB contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except Except as disclosed set forth in the Commission DocumentsSchedule of Exceptions, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission SEC prior to the Effective Commitment Closing Date (including, without limitation, the 2008 2009 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementSEC. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in SEC prior to the Registration Statement and the Prospectus Commitment Closing Date (including, without limitation, the 2008 2009 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Commitment Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the SEC, on the date it is declared effective by the SEC, on each Put Date and on each Put Closing Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement, when taken together, on its date, on each Put Date and on each Put Closing Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission SEC after the Effective Commitment Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionSEC and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the SEC relating to the Commission Documents filed with or furnished to the SEC as of the Commitment Closing Date, together with all written responses of the Company thereto. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the SEC. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Date (including, without limitation, the 2008 2011 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2011 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with or furnished to the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections Section 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. For the two year period preceding the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the U.S. Securities and Exchange Commission (athe “Commission”) The Common Stock is registered under the Securities Act and pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including material filed pursuant to Section 12(b13(a) or 12(g15(d) of the Exchange Act and, except (all of the foregoing including filings incorporated by reference therein being referred to herein as disclosed in the “Commission Documents, as ”) and such filings were made on a timely basis or has received a valid extension of the Effective Date the Company had timely such time of filing and has filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission any such SEC Reports prior to the Effective Date (including, without limitationexpiration of any such extension. At the time of the respective filings, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement ’s and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) Q’s filed during the two year period preceding the date hereof complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents. As of their respective dates, andthe Commission Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of its filing date (orthe Commission Documents, if amended or superseded by a filing prior to the Effective Datewhen filed, on the date of such amended or superseded filing), such Commission Document did not contain contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after Documents (the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required “Financial Statements”) complied as of their respective filing dates as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the consolidated financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Registration Statement, or the Commission DocumentsDocuments or the Commission Filings or on Schedule 3.1(f) attached hereto, as of the Effective Date date hereof, the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance be filed by it with Rule 12b-25 under the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission since December 31, 1998 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective dates, the 2008 Form 10-K) K for the year ended December 31, 1998 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)their respective dates, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act Act, and, except as disclosed in the Commission Documentson Schedule 2.1(f) , as of the Effective Date the Company had has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (giving effect the “Commission”) pursuant to permissible extensions in accordance with Rule 12b-25 under the reporting requirements of the Exchange Act, including pursuant to Sections 13, 14 or 15(d) thereof (all of the foregoing and all exhibits included therein and financial statement and schedules thereto, including filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has delivered or made available to At the Investor via XXXXX or otherwise true and complete copies times of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitationtheir respective filings, the Form 10-Q for the fiscal quarters ended March 31, June 30 and September 30, 2008 (collectively, the “Form 10-Q”) and the Form 10-KSB for the fiscal year ended December 31, 2007 (the “Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K”) complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to itof the Commission promulgated thereunder, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective DateKnowledge of the Company, on the date Form 10-Q and Form 10-K at the time of such amended or superseded filing), such Commission Document their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the financial statements of the Company included in the Commission after the Effective Date Documents complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements, together with the related notes and schedules thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (a) The Common Stock is registered the “Exchange Act”), including material filed pursuant to Section 12(b13(a) or 12(g15(d) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore foregoing including filings incorporated by reference in therein being referred to herein as the Registration Statement and the Prospectus“Commission Documents”). The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchasers. As At the time of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationrespective filings, the 2008 Form 10-K) ’s and the Form 10-Q’s complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents. As of their respective filing dates, and, as none of its filing date (or, if amended the Form 10-K’s or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain Form 10-Q’s contained any untrue statement of a material fact or omit fact; and none omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after Documents (the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required “Financial Statements”) comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the consolidated financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Commission DocumentsSEC Documents or on SCHEDULE 3.1(f) hereto, as of the Effective Date the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance be filed by it with Rule 12b-25 under the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince December 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus1998. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective dates, the 2008 Form 10-K) SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to none of the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Commission DocumentsForm 10-KSB or Form 10-QSB, as of the Effective Date since April 30, 2002, the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance be filed by it with Rule 12b-25 under the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available (including by filing its Commission Documents with the Commission) to each of the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince April 30, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus2002. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective dates, the 2008 Form 10-K) KSB and the Form 10-QSB complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to none of the Effective Date, on Form 10-KSB and the date of such amended or superseded filing), such Commission Document did not contain Form 10-QSB contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2005 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2005 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)date, such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise EXXXX true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2005 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise EXXXX true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2005 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)date, such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, except as disclosed in on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Securities and Exchange Commission (the “Commission”) pursuant to the reporting requirements of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the time of its filing, the Form 10-Q for the fiscal quarter ended September 30, 2002 (the “Form 10-Q”) and the Form 10-K for the fiscal year ended December 31, 2001, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission amended prior to the Effective Date date of this Agreement (including, without limitationas so amended, the 2008 “Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K”) complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document Form 10-Q and Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2007 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2007 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since June 1, 2007 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). Except as previously disclosed to the Investor in writing, since June 1, 2007 the Company has maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the NASDAQ Global Market. The Company has delivered or made available (including through the Commission’s XXXXX filing system) to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since June 1, 2007 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Annual Report on Form 10-K) K for the year ended December 31, 2007 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Dateinformation disclosed and incorporated by reference therein, to the Company’s Knowledge such Annual Report on the date of such amended or superseded filing), such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, to the Company’s Knowledge the financial statements, together with the related notes and schedules thereto, of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since June 1, 2007 complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with all applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial condition of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX EXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission SEC prior to the Effective Commitment Closing Date (including, without limitation, the 2008 2010 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementSEC. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in SEC prior to the Registration Statement and the Prospectus Commitment Closing Date (including, without limitation, the 2008 2010 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Commitment Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the SEC, on the date it is declared effective by the SEC, on each Put Date and on each Put Closing Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement, when taken together, on its date, on each Put Date and on each Put Closing Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission SEC after the Effective Commitment Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionSEC and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via EXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the SEC relating to the Commission Documents filed with or furnished to the SEC as of the Commitment Closing Date, together with all written responses of the Company thereto. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the SEC. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the "Commission Documents"). The Company has delivered or made available (through the SEC XXXXX website) to the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince December 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus2000. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As At the time of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationfiling, the 2008 Company's Quarterly Report on Form 10-KQSB for the fiscal quarter ended September 30, 2004 (the "Form 10-Q") complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document Form 10-Q did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with At the Commission after the Effective Date and incorporated by reference in the Registration Statementtime of its filing, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during Company's Annual Report on Form 10-KSB for the Investment Period fiscal year ended December 31, 2004 (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply "Form 10-K") complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and shall and, at the time of its filing, the Form 10-K did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Date (including, without limitation, the 2008 2015 Form 1020-KF) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. No Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2015 Form 1020-KF) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with or furnished to the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections Section 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in since March 31, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to each of the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince March 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus2004. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As At the times of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective filings, the 2008 Form 10-K) KSB and the Form 10-QSB complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to none of the Effective Date, on Form 10-KSB and the date of such amended or superseded filing), such Commission Document did not contain Form 10-QSB contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in since December 31, 2002 and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). Except as previously disclosed to the Investor in writing, since December 31, 2002 the Company has maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq National Market. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since December 31, 2002 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Form 10-K) K for the year ended December 31, 2003 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Date, on the date of such amended or superseded filing)information disclosed and incorporated by reference therein, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since December 31, 2002 complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, as amended (the "Exchange Act"), and except as disclosed in the Registration Statement, the Commission DocumentsDocuments or the Commission Filings, as of the Effective Date date hereof the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance be filed by it with Rule 12b-25 under the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission since December 31, 1999 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 The Form 10-K) K for the year ended December 31, 1999 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document said Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (a) The Common Stock is registered the “Exchange Act”), including material filed pursuant to Section 12(b13(a) or 12(g15(d) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore foregoing including filings incorporated by reference in therein being referred to herein as the Registration Statement and the Prospectus“Commission Documents”). The Company has not provided to the Investor Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchaser. As At the time of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationrespective filings, the 2008 Form 10-K) ’s and the Form 10-Q’s complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents. As of their respective filing dates, and, as none of its filing date (or, if amended the Form 10-K’s or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain Form 10-Q’s contained any untrue statement of a material fact or omit fact; and none omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after Documents (the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required “Financial Statements”) comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. The Financial Statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in the Financial Statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the consolidated financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since April 29, 2003 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). Except as previously disclosed to the Investor in writing, since April 29, 2004 the Company has maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq National Market. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since April 29, 2004 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Form 10-K) K for the year ended December 31, 2004 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Dateinformation disclosed and incorporated by reference therein, on to the date of Company’s Knowledge such amended or superseded filing), such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, to the Company’s Knowledge the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since April 29, 2004 complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act since January 1, 2001 (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the "Commission Documents"). Neither the Company nor any authorized agent acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that the Company believes constitutes material, non-public information, and the Company shall not at any time hereafter provide any of the Purchasers with any such information unless such Purchaser shall have provided advance written consent thereto. The Company has delivered or made available to understands and confirms that the Investor via XXXXX or otherwise true Purchasers will rely on the foregoing representation and complete copies covenant in effecting transactions in securities of the Commission Documents filed with Company. At the Commission prior to the Effective Date (including, without limitationtime of its filing, the 2008 Company's Quarterly Report on Form 10-K) and has delivered or made available to Q for the Investor via XXXXX or otherwise true and complete copies of all of fiscal quarter ended March 31, 2003 (the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 "Form 10-KQ") complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to itof the Commission promulgated thereunder, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document Form 10-Q did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with At the Commission after the Effective Date and incorporated by reference in the Registration Statementtime of its filing, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during Company's Annual Report on Form 10-K for the Investment Period fiscal year ended December 31, 2002 (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply "Form 10-K") complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to itof the Commission promulgated thereunder, and shall and, at the time of its filing, the Form 10-K did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Form 10-Q and Form 10-K complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since December 31, 2008 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, and, for the purpose of determining the Company’s compliance with Section 7.1 hereof, any such reports, schedules, forms, statements and other documents filed with the Commission and publicly available after the date hereof but on or prior to the applicable Condition Satisfaction Date, including filings incorporated by reference, being referred to herein as the “Commission Documents”). Except as previously disclosed to the Investor in writing, since December 31, 2008 the Company has maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the NASDAQ Capital Market. The Company has delivered or made available (including through the Commission’s IDEA filing system) to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since December 31, 2008 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document the date it was filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationCommission, the 2008 Company’s Annual Report on Form 10-K) K for the year ended December 31, 2008 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder then-applicable to itsuch document, and, as of its filing the date (orit was filed with the Commission, if amended or superseded by a filing prior after giving effect to the Effective Dateinformation disclosed and incorporated by reference therein, to the Company’s Knowledge such Annual Report on the date of such amended or superseded filing), such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, to the Company’s Knowledge the financial statements, together with the related notes and schedules thereto, of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date and incorporated by reference in the Registration Statementsince December 31, the Prospectus and any Prospectus Supplement required 2008 complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with all then-applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other then-applicable rules and regulations with respect thereto. Such financial statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial condition of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company GrowLife has delivered or made available to CANX through the Investor via XXXXX or otherwise system, true and complete copies of GrowLife’s most recent Annual Report on Form 10-K for the Commission Documents filed with fiscal year ended December 31, 2013 (the Commission prior to the Effective Date (including, without limitation, the 2008 “Form 10-K) ”), and has delivered or made available all other reports, schedules, forms, statements and other documents required to be filed by GrowLife pursuant to the Investor via XXXXX Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or otherwise true and complete copies of 15(d) thereof, since December 31, 2012 (all of the Commission Documents heretofore foregoing, including filings incorporated by reference in therein, being referred to herein as the Registration Statement and the Prospectus“Commission Documents”). The Company GrowLife has not provided to the Investor CANX any material non-public information or other information, which, according to applicable law, rule rule, or regulation, should have been disclosed publicly by the Company GrowLife but which has not been so disclosed. At the time of their filing, other than with respect to the transactions contemplated by this Agreement. As timeliness of its filing datethe filings, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as at the time of its filing date (orfiling, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such each Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the financial statements of GrowLife included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Notes thereto, or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make GrowLife and its subsidiary as of the statements thereindates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since February 2, 2005, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including any such reports, schedules, forms, statements and other documents filed after the date hereof, including filings incorporated by reference in any such filings, being referred to herein as the “Commission Documents”). The Except as previously disclosed to the Investor in writing, since February 2, 2005, the Company has delivered maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq Global Market. To the extent not available on the Commission’s EXXXX filing system, the Company has made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since January 1, 2006, and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Form 10-K) K for the year ended December 31, 2005 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Date, on the date of such amended or superseded filing)information disclosed and incorporated by reference therein, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since February 2, 2005, complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission DocumentsDocuments or on Schedule 4.6 attached hereto, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2005 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)date, such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2005 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2005 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)date, such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock of the Company is currently listed on the Pink Sheets and will be registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act and, except as disclosed in the Commission Documentsof 1934, as amended (the “Exchange Act”) through the filing of a Form 8-A with the SEC contemporaneous with its filing of the Effective Date SB-2 registration statement with the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 SEC as required under the Exchange Act) terms of this agreement and the Registration Rights Agreement (or upon effectiveness, whichever is legal), and the no later than 120 days from the date of this Agreement and thereafter will continue to file all Commission DocumentsDocuments on a timely basis. The Company has delivered or made available will have filed all reports, schedules, forms, statements and other documents required to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents be filed by it with the Commission prior pursuant to the Effective Date reporting requirements of the Exchange Act (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore foregoing including filings incorporated by reference in therein being referred to herein as the Registration Statement “Commission Documents”) and the Prospectus. The Company has not provided thereafter will continue to the Investor any information which, according file all Commission Documents on a timely basis.. Any filings to applicable law, rule or regulation, should have been disclosed publicly be made by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did SEC will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleading.to normal year-end audit adjustments). Note and Warrant Purchase Agreement

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in the Commission Documentsand since March 31, as of the Effective Date 2000, the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission since March 31, 2000 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 The Form 10-K) K for the year ended March 31, 2000 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable of the Commission promulgated thereunder (other than with respect to it, and, any document described in such Form 10-K but not filed by the Company as of its an Exhibit thereto in the good faith belief that such filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filingwas not required), such Commission Document and the said Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2009 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Neither the Company nor the Operating Partnership has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2009 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since June 15, 2004, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including any such reports, schedules, forms, statements and other documents filed after the date hereof, and the Company’s Registration Statement on Form S-3 as filed with the Commission on February 3, 2006, including filings incorporated by reference in any such filings, being referred to herein as the “Commission Documents”). The Except as previously disclosed to the Investor in writing, since June 15, 2004, the Company has delivered maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq Global Market. To the extent not available on the Commission’s XXXXX filing system, the Company has made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since January 1, 2006, and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Form 10-K) K for the year ended December 31, 2005 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Date, on the date of such amended or superseded filing)information disclosed and incorporated by reference therein, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since June 15, 2004, complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in on Schedule 2.1(f) hereto, since December 31, 2002, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available available, via EDGAR, to the Investor via XXXXX or otherwise Purcxxxxx true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince December 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus2002. The Company has not provided to the Investor Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective dates, the 2008 Company's Form 10-K for the year ended December 31, 2002, including the accompanying financial statements (the "Form 10-K) "), and the Company's Form 10-Q for the fiscal quarters ended March 31, 2002, June 30, 2002, as amended, or September 30, 2002, as amended (collectively, the "Form 10-Q"), complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to none of the Effective Date, on Form 10-K and the date of such amended or superseded filing), such Commission Document did not contain Form 10-Q contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date Documents (taken as a whole and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required giving effect to be filed pursuant amended filings) comply as to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2009 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2009 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, except as disclosed in amended (the "Exchange Act"), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to each of the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince September 30, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus2000. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing datetheir respective dates, each Commission Document filed with the audited financial statements as presented in the Commission and incorporated by reference in Documents for the Registration Statement year ended June 30, 2000 (the "Financial Statement") and the Prospectus (including, without limitation, the 2008 Form 10-KQ for the fiscal quarter ended September 30, 2000 (the "Form 10-Q") complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior neither the Financial Statement nor the Form 10-Q referred to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain above contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available (by filing on the Commission’s electronic data gathering and retrieval system (“XXXXX”) to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2005 Form 10-K) and has delivered or made available (by filing on XXXXX) to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2005 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)date, such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act Act, and, except as disclosed in the Commission Documentson Schedule 5.7 hereto, as of the Effective Date the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents be filed by it with the Commission prior pursuant to the Effective Date reporting requirements of the Exchange Act of 1934, as amended (includingthe “Exchange Act”), without limitationincluding pursuant to Sections 13, 14 or 15(d) thereof (all of the foregoing and all exhibits included therein and financial statement and schedules thereto, including filings incorporated by reference therein being referred to herein as the “Commission Documents”). At the times of their respective filings, the Form 10-Q for the fiscal quarters ended June 30, 2008 and March 31, 2008 (collectively, the “Form 10-Q”) and the Form 10-KSB for the fiscal year ended December 31, 2007 (the “Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K”) complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to itof the Commission promulgated thereunder, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective DateKnowledge of the Company, on the date Form 10-Q and Form 10-K at the time of such amended or superseded filing), such Commission Document their respective filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the financial statements of the Company included in the Commission after the Effective Date Documents complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements, together with the related notes and schedules thereto, have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleading.to normal year-end audit adjustments). 4416103v.8

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) Except in connection with the filing of the Exchange Act and2009 Form 10-K, except or as disclosed in the Commission DocumentsDisclosure Schedule, as of the Effective Date amended from time to time, the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Closing Date (including, without limitation, the 2008 2009 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementCommission. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in prior to the Registration Statement and the Prospectus Closing Date (including, without limitation, the 2008 2009 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission, on each Fixed Request Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date, on each Fixed Request Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission after the Effective Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all written responses of the Company thereto in the form such responses were filed via XXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act; provided, however, that the Investor acknowledges that the Company is not eligible to use its registration statement on Form S-3 (File No. 333-149837) until it regains compliance with the eligibility requirements of Form S-3.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since January 1, 2005 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). The Except as previously disclosed to the Investor in writing, since January 1, 2005 the Company has delivered maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the NASDAQ Capital Market. To the extent not available on the Commission’s XXXXX filing system, the Company has made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since January 1, 2005 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementAgreement and other than with respect to information related to the fiscal year and quarter ended December 31, 2007, which will be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which need not be filed with the Commission prior to March 31, 2008. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Annual Report on Form 10-K) K for the year ended December 31, 2006 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Dateinformation disclosed and incorporated by reference therein, to the Company’s Knowledge such Annual Report on the date of such amended or superseded filing), such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, to the Company’s Knowledge the financial statements, together with the related notes and schedules thereto, of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date and incorporated by reference in the Registration Statementsince January 1, the Prospectus and any Prospectus Supplement required 2005 complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with all applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial condition of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Registration Statement, or the Commission DocumentsDocuments or the Commission Filings, as of the Effective Date date hereof, the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance be filed by it with Rule 12b-25 under the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission since December 31, 1998 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement and the Directed Placement Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 The Form 10-K) K for the year ended December 31, 1998 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch document, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)date, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, except since January 1, 2009, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as disclosed in the “Commission Documents, as ”). At the times of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitationtheir respective filings, the 2008 Form 10-K for the fiscal year ended December 31, 2009 (the “Form 10-K”) and has delivered any other report, schedule, form, statement or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly other document filed by the Company but which has not been so disclosed, other than with respect the SEC pursuant to the transactions contemplated by this Agreement. As reporting requirements of its filing datethe Exchange Act subsequent to December 31, each Commission Document filed 2009 and prior to the Closing Date (collectively with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K, the “Public Filings”) complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the SEC promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document Public Filings did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the SEC or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Commission DocumentsForm 20-F or on Schedule 3.1(f) hereto, as of the Effective Date the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance be filed by it with Rule 12b-25 under the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince December 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus1997. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in Form 20-F for the Registration Statement year ended December 31, 1998 and the Prospectus (includingForm 6-K for the period ended June 30, without limitation, the 2008 Form 10-K) 1999 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to neither the Effective Date, on Form 20-F nor the date of such amended or superseded filing), such Commission Document did not contain Form 6-K contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, except as disclosed in amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act from January 1, 2009 through the date hereof (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has delivered or made available to each of the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusDocuments. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions transaction contemplated by this Agreement. As At the times of its filing datetheir respective filings, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) Documents complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to it, such documents and, as for their respective dates, none of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to each of the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince December 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus1999. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing datetheir respective dates, each Commission Document filed with the Commission and incorporated by reference in Form SB-2, as amended, including the Registration Statement accompanying financial statements (the "Form SB-2") and the Prospectus (including, without limitation, the 2008 Form 10-KQSB for the fiscal quarter ended June 30, 2000 (the "Form 10-QSB") complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior none of the Form SB-2 and the Form 10-QSB referred to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain above contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock Company is registered pursuant subject to Section 12(b) or 12(g) the reporting requirements of the Exchange Act and, except as disclosed in the Commission DocumentsAct, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company Closing Date, and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission all reports, schedules, registration statements and definitive proxy statements (if any) that the Company was required to file with the Commission (collectively, the “SEC Documents”). The Company is not aware of any event occurring or expected to occur on or prior to the Effective Closing Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than the transactions effected hereby and related hereto) that would require the filing of, or with respect to which the transactions contemplated by this AgreementCompany intends to file, a Form 8-K after the Closing. As Each SEC Document, as of its the date of the filing date, each Commission Document filed thereof with the Commission and incorporated by reference in the Registration Statement and the Prospectus (includingCommission, without limitation, the 2008 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, the rules and regulations applicable to it, promulgated thereunder and, as of its the date of such filing date (or, or if amended or superseded by a filing prior to the Effective Datedate of this Agreement, then on the date of such amended or superseded filing), such Commission SEC Document (including all exhibits and schedules thereto and documents incorporated by reference therein) did not contain any an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement All documents required to be filed pursuant as exhibits to Sections 1.4 the SEC Documents have been filed as required. Except as set forth in SEC Documents filed and 5.9 hereof available to the public on XXXXX at least five (5) Business Days prior to the date of this Agreement (the “Disclosure Documents”) or as disclosed in the disclosure schedules attached hereto, the Company has no liabilities, contingent or otherwise, other than liabilities incurred in the ordinary course of business which, under GAAP, are not required to be reflected in the financial statements included in the Disclosure Documents and which, individually or in the aggregate, are not material to the consolidated business or financial condition of the Company and its Subsidiaries taken as a whole. As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission with respect thereto. Such financial statements have been prepared in accordance with GAAP consistently applied at the times and during the Investment Period periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end adjustments). No other information provided by or on behalf of the Company to the Purchasers which is not included in the SEC Documents, including, without limitation, the Current Report)information referred to in Section 2.4 of this Agreement and the disclosure schedules attached hereto, when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain contains any untrue statement of a material fact or omit omits to state a any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances circumstance under which they are or were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and since December 31, 2009 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, and, except for the purpose of determining the Company’s compliance with Section 7.1 hereof, any such reports, schedules, forms, statements and other documents filed with the Commission and publicly available after the date hereof but on or prior to the applicable Condition Satisfaction Date, including filings incorporated by reference, being referred to herein as the “Commission Documents”). Except as previously disclosed to the Investor in writing or as disclosed in the Commission Documents, as a publicly-available press release of the Effective Date Company, since December 31, 2009, the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under has maintained all requirements for the Exchange Act) all Commission Documentscontinued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Principal Market. The Company has delivered or made available (including through the Commission’s XXXXX filing system (together with the successor interactive data filing system, “IDEA”)) to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since December 31, 2009 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document the date it was filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationCommission, the 2008 Company’s Annual Report on Form 10-K) K for the year ended December 31, 2009 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder then-applicable to itsuch document, and, as of its filing the date (orit was filed with the Commission, if amended or superseded by a filing prior after giving effect to the Effective Dateinformation disclosed and incorporated by reference therein, to the Company’s Knowledge such Annual Report on the date of such amended or superseded filing), such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, to the Company’s Knowledge the financial statements, together with the related notes and schedules thereto, of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date and incorporated by reference in the Registration Statementsince December 31, the Prospectus and any Prospectus Supplement required 2009 complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with all then-applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other then-applicable rules and regulations with respect thereto. Such financial statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial condition of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act. During the year preceding this Agreement, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act andother than its Annual Report on Form 10-K for the year ended December 31, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents 2011 filed with the Commission prior on March 30, 2012 (the “2012 10-K”) which due to the Effective Date failure of Bxxxxx & Co. to follow proper partner rotation procedures resulted in the withdrawal of Bxxxxx & Co.’s audit opinion included in the 2012 10-K and the Company being unable to rely upon such audit opinion. (including, without limitation, the 2008 foregoing materials exclusive of the 2012 10-K but inclusive of Company’s annual report on Form 10-K) and has delivered or made available to /A for the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information whichyear ended December 31, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document 2011 filed with the Commission on May 11, 2012 and all of the exhibits to all such materials and the documents incorporated by reference in therein being collectively referred to as the Registration Statement and “SEC Documents”). At the Prospectus (includingtimes of their respective filing, without limitation, the 2008 Form 10-K) all SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on Commission promulgated thereunder. At the date times of such amended or superseded filing)their respective filings, such Commission Document reports, schedules, forms, statements and other documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the Commission after financial statements of the Effective Date and incorporated by reference Company included in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply SEC Documents complied in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the consolidated financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all Closing Date. No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementCommission. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in prior to the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) Closing Date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission (or becomes effective pursuant to Section 8 of the Securities Act), on each Draw Down Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date, on each Draw Down Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission after the Effective Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all written responses of the Company thereto in the form such responses were filed via XXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since October 4, 2000 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). The Except as previously disclosed to the Investor in writing, since October 4, 2000 the Company has delivered maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq National Market. To the extent not available on the Commission’s XXXXX filing system, the Company has made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since October 4, 2000 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Form 10-K) K for the year ended December 31, 2005 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Date, on the date of such amended or superseded filing)information disclosed and incorporated by reference therein, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since October 4, 2000 complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Registration Statement, or the Commission DocumentsDocuments or the Commission Filings or on Schedule 3.1(f) attached hereto, as of the Effective Date date hereof, the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance be filed by it with Rule 12b-25 under the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission since December 31, 1999 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 The Form 10-K) K for the year ended December 31, 1999 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document said Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, except as disclosed in amended (the "Exchange Act"), and since December 31, 1999 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission since December 31, 1999 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 The Form 10-K) K for the year ended December 31, 1999 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document said Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall Documents comply in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission DocumentsDocuments for the twelve months preceding the date of this Agreement. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Commencement Date (including, without limitation, the 2008 2019 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. No Subsidiary of the Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Commission. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2019 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Commencement Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with or furnished to the Commission after the Effective Commencement Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections Section 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since May 1, 2007 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). Except as previously disclosed to the Investor in writing, since May 1, 2007 the Company has maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the NASDAQ Global Market. The Company has delivered or made available (including through the Commission’s XXXXX filing system) to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since January 1, 2007 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Annual Report on Form 10-K) K for the year ended December 31, 2007 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Dateinformation disclosed and incorporated by reference therein, to the Company’s Knowledge such Annual Report on the date of such amended or superseded filing), such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, to the Company’s Knowledge the financial statements, together with the related notes and schedules thereto, of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since January 1, 2007 complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with all applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial condition of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX EXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Closing Date (including, without limitation, the 2008 2013 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementCommission. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in prior to the Registration Statement and the Prospectus Closing Date (including, without limitation, the 2008 2013 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission, on each Draw Down Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date, on each Draw Down Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission after the Effective Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via EXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all written responses of the Company thereto in the form such responses were filed via EXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission SEC prior to the Effective Commitment Closing Date (including, without limitation, the 2008 2009 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementSEC. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in SEC prior to the Registration Statement and the Prospectus Commitment Closing Date (including, without limitation, the 2008 2009 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Commitment Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the SEC, on the date it is declared effective by the SEC, on each Put Date and on each Put Tranche Closing Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement, when taken together, on its date, on each Put Date and on each Put Tranche Closing Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission SEC after the Effective Commitment Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionSEC and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the SEC relating to the Commission Documents filed with or furnished to the SEC as of the Commitment Closing Date, together with all written responses of the Company thereto. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the SEC. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except Except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Closing Date (including, without limitation, the 2008 2010 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementCommission. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in prior to the Registration Statement and the Prospectus Closing Date (including, without limitation, the 2008 2010 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission, on each Fixed Request Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date, on each Fixed Request Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission after the Effective Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all written responses of the Company thereto in the form such responses were filed via XXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since December 31, 2008, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, and, for the purpose of determining the Company’s compliance with Section 7.1 hereof, any such reports, schedules, forms, statements and other documents filed with the Commission and publicly available after the date hereof but on or prior to the applicable Condition Satisfaction Date, including filings incorporated by reference, being referred to herein as the “Commission Documents”). Except as previously disclosed to the Investor in writing, since December 31, 2008 the Company has maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the NASDAQ Global Select Market. The Company has delivered or made available (including through the Commission’s XXXXX filing system) to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since December 31, 2008 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document the date it was filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationCommission, the 2008 Company’s Annual Report on Form 10-K) K for the year ended December 31, 2008 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder then-applicable to itsuch document, and, as of its filing the date (orit was filed with the Commission, if amended or superseded by a filing prior after giving effect to the Effective Dateinformation disclosed and incorporated by reference therein, to the Company’s Knowledge such Annual Report on the date of such amended or superseded filing), such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, to the Company’s Knowledge the financial statements, together with the related notes and schedules thereto, of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date and incorporated by reference in the Registration Statementsince December 31, the Prospectus and any Prospectus Supplement required 2008 complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with all then-applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other then-applicable rules and regulations with respect thereto. Such financial statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial condition of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, except as disclosed in amended (the “Exchange Act”), and during the past twelve (12) months the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including materials filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). The Common Stock is currently listed or quoted on the Nasdaq Market. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies is not in violation of the Commission Documents filed with listing requirements of the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) Nasdaq Market and has delivered no knowledge of any facts that would reasonably lead to delisting or made available to suspension of its common stock from the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference Nasdaq Market in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreementforeseeable future. As of its filing date, each Commission Document filed with within the Commission and incorporated by reference in the Registration Statement and the Prospectus past twelve (including, without limitation, the 2008 Form 10-K12) months complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Dateinformation disclosed and incorporated by reference therein, on the date of such amended or superseded filing), no such Commission Document did not contain within the past twelve (12) months contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period past twelve (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, 12) months complied as the case may be, shall comply to form and substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Company’s Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, except as disclosed in amended (the “Exchange Act”), and during the past twelve (12) months the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). The Company’s Common Stock is currently listed or quoted on the Nasdaq Global Select Market. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies is not in violation of the Commission Documents filed with listing requirements of the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) Nasdaq Global Select Market and has delivered no knowledge of any facts that would reasonably lead to delisting or made available to the Investor via XXXXX or otherwise true and complete copies suspension of all of the Commission Documents heretofore incorporated by reference its common stock from The Nasdaq Stock Market LLC in the Registration Statement and the Prospectusforeseeable future. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Each Commission Document filed with within the Commission and incorporated by reference in the Registration Statement and the Prospectus past twelve (including, without limitation, the 2008 Form 10-K12) months complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Dateinformation disclosed and incorporated by reference therein, on the date of such amended or superseded filing), no such Commission Document did not contain filed within the past twelve (12) months contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, to the Company’s knowledge, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, past twelve months complied as the case may be, shall comply to form and substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission SEC prior to the Effective Commitment Closing Date (including, without limitation, the 2008 2009 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementSEC. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in SEC prior to the Registration Statement and the Prospectus Commitment Closing Date (including, without limitation, the 2008 2009 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Commitment Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the SEC, on the date it is declared effective by the SEC, on each Put Date and on each Put Closing Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement, when taken together, on its date, on each Put Date and on each Put Closing Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission SEC after the Effective Commitment Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionSEC and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the SEC relating to the Commission Documents filed with or furnished to the SEC as of the Commitment Closing Date, together with all written responses of the Company thereto. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the SEC. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Commission DocumentsFilings ("Commission Filings" means the Company's Form 10-KSB and Form 10-KSB/A for the fiscal year ended October 31, as of 1999, its Form 10-QSBs for the Effective Date fiscal quarters ended January 31, 2000, April 30, 2000 and July 31, 2000, its Form 8-K dated May 1, 2000, its Definitive Proxy Statement dated July 7, 2000 and all other filings made by the Company had timely filed (giving effect after the date hereof pursuant to permissible extensions in accordance with Rule 12b-25 under the Exchange Act), the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to each of the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince October 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus1999. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective dates, the 2008 Form 10-K) KSB for the year ended October 31, 1999 and the Commission Documents complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to the Effective Date, on the date none of such amended or superseded filing), such Commission Document did not contain documents referred to above contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Form 10-KSB and the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, except as disclosed in amended (the “Exchange Act”), and the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act from January 1, 2005 through the date hereof (all of the foregoing including filings incorporated by reference therein being referred to herein as the “Commission Documents”). The Company has delivered or made available to each of the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusDocuments. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As At the times of its filing datetheir respective filings, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) Documents complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to none of the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Table of Contents Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2005 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2005 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)date, such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since December 31, 2003 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). Except as previously disclosed to the Investor in writing, since December 31, 2003 the Company has maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq National Market. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since December 31, 2003 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Form 10-K) K for the year ended December 31, 2004 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Date, on the date of such amended or superseded filing)information disclosed and incorporated by reference therein, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since December 31, 2003 complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (a) The Common Stock is registered the “Exchange Act”), including the Form 10-Q and other material filed pursuant to Section 12(b13(a) or 12(g15(d) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore foregoing including filings incorporated by reference in therein being referred to herein as the Registration Statement and the Prospectus“Commission Documents”). The Company has not provided to the Investor Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchaser. As At the time of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationrespective filings, the 2008 Form 10-K) ’s and the Form 10-Q’s complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents. As of their respective filing dates, and, as none of its filing date (or, if amended the Form 10-K’s or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain Form 10-Q’s contained any untrue statement of a material fact or omit fact; and none omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the consolidated financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleading.to normal year-end audit adjustments). 证监会文件、财务报表。根据修订后的1934年证券交易法（“交易法”）的要求，公司向证监会申报了所有的报告、批露表、表格、说明书和其他文件，包括根据交易法第13(a) 或15(d) 节申报的材料（所有上述申报材料在本协议中统称为“证监会文件”）。根据相关适用法的规定，公司没有向购买人批露任何应当首先向公众批露而未批露的内部信息，但不包括(i) 与本协议中的交易相关的信息，或(ii) 根据购买人签署的不公开或内部保密协议而批露的信息。在每一次申报时，表格10K和表格10Q都符合交易法的要求和证监会的规则以及其他联邦、州和当地的适用的法律、法规和规则。在每一次申报时，表格10K或表格10Q都没有对重大事实的不实陈述，也没有遗漏重大事实或必要的信息，进行误导。证监会文件中包含的公司财务报表都符合当关的会计规则要求，证监会的相关公告规则和其他适用的法规和规则。这些财务报表都符合美国一般会计准则的要求，并在一定时期内保持数据一致（除非(i) 财务报表或记录中作不同的说明， 或(ii) 在未经审计的内部财务报表的情况下，报表可能不包含脚注或进行简化或为概要性报表），并真实反映该季度内的公司合并财务情况，经营状况和该季度结束时的现金流（但在未审计的财务报表的情况下，应以正常年度结束时的调整数据为准）。

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX EXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission SEC prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all Commitment Closing Date. No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementSEC. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in SEC prior to the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) Commitment Closing Date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Commitment Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the SEC, on the date it is declared effective by the SEC, on each Put Date and on each Put Closing Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement, when taken together, on its date, on each Put Date and on each Put Closing Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission SEC after the Effective Commitment Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionSEC and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via EXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the SEC relating to the Commission Documents filed with or furnished to the SEC as of the Commitment Closing Date, together with all written responses of the Company thereto. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the SEC. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act Act, and, except as disclosed in the Registration Statement, or the Commission DocumentsDocuments or the Commission Filings, as of the Effective Date date hereof, the Company had has timely filed (giving effect all reports, schedules, forms, statements and other documents required to permissible extensions in accordance be filed by it with Rule 12b-25 under the Commission pursuant to the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission since December 31, 1999 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor Purchasers any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 The Form 10-K) KSB for the year ended December 31, 1999 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch document, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)date, such Commission Document Form 10-KSB did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since January 1, 2006, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including any such reports, schedules, forms, statements and other documents filed after the date hereof, and the Company’s Registration Statement on Form S-4 as filed with the Commission on March 31, 2006, including filings incorporated by reference in any such filings, being referred to herein as the “Commission Documents”). The Except as previously disclosed to the Investor in writing, since January 1, 2006, the Company has delivered maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq National Market. To the extent not available on the Commission’s EXXXX filing system, the Company has made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since January 1, 2006, and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Form 10-K) K for the year ended December 31, 2005 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Date, on the date of such amended or superseded filing)information disclosed and incorporated by reference therein, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since January 1, 2006, complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since January 1, 2007 the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the “Commission Documents”). Except as previously disclosed to the Investor in writing, since January 1, 2007 the Company has maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the NASDAQ Global Market. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since January 1, 2007 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Annual Report on Form 10-K) K for the year ended December 31, 2006 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Dateinformation disclosed and incorporated by reference therein, to the Company’s Knowledge such Annual Report on the date of such amended or superseded filing), such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, to the Company’s Knowledge the financial statements, together with the related notes and schedules thereto, of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since January 1, 2007 complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with all applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements, together with the related notes and schedules thereto, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial condition of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available (by filing on the Commission’s electronic data gathering and retrieval system (XXXXX)) to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 2005 Form 10-K) and has delivered or made available (by filing on XXXXX) to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 2005 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing)date, such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Closing Date (including, without limitation, the 2008 2012 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementCommission. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in prior to the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) Closing Date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission (or becomes effective pursuant to Section 8 of the Securities Act), on each Draw Down Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date, on each Draw Down Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission after the Effective Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all written responses of the Company thereto in the form such responses were filed via XXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in the Commission DocumentsSEC Documents or on Schedule 3.1(f) hereto, as of the Effective Date the Company had is currently timely with respect to all reports, schedules, forms, statements and other documents required to be filed (giving effect by it with the Commission pursuant to permissible extensions in accordance with Rule 12b-25 under the reporting requirements of the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise true True and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince September 30, without limitation, the 2008 Form 10-K) and has delivered or made 1998 are available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusEDGAX. The Xxe Company has not provided to the Investor Purchaser any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective dates, the 2008 Form 10-K) SEC Documents complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder pertaining to the information required to be disclosed in the applicable exhibits to itsuch documents, and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior to none of the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain SEC Documents contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (a) The Common Stock is registered the “Exchange Act”), including the Form 10-K and other material filed pursuant to Section 12(b13(a) or 12(g15(d) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore foregoing including filings incorporated by reference in therein being referred to herein as the Registration Statement and the Prospectus“Commission Documents”). The Company has not provided to the Investor Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, should was required to have been disclosed publicly by the Company but which has not been so disclosed, other than (i) with respect to the transactions contemplated by this Agreement, or (ii) pursuant to a non-disclosure or confidentiality agreement signed by the Purchaser. As At the time of its filing datethe respective filings, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement Form 10-Q’s and the Prospectus (including, without limitation, the 2008 Form 10-K) ’s complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents. As of their respective filing dates, and, as none of its filing date (or, if amended the Form 10-Q’s or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain Form 10-K’s contained any untrue statement of a material fact or omit fact; and none omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with The financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents comply as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the consolidated financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Closing Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementCommission. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in prior to the Registration Statement and the Prospectus Closing Date (including, without limitation, the 2008 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission, on each Fixed Request Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date, on each Fixed Request Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein (which to the Company’s Knowledge are not false or misleading). Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission after the Effective Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all written responses of the Company thereto. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing datedate (or, if amended or superseded by a filing prior to the Closing Date, on the date of such amended or superseded filing), each Commission Document filed with or furnished to the Commission and incorporated by reference in prior to the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) Closing Date complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Closing Date, on the date of such amended or superseded filing). Each Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission and on each VWAP Purchase Date shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from such Commission Document did Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date and on each VWAP Purchase Date shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The statistical, demographic and market-related data included in the Registration Statement and Prospectus are based on or derived from sources that the Company believes to be reliable and accurate or represent the Company’s good faith estimates that are made on the basis of data derived from such sources. Each Commission Document (other than the Initial Registration Statement or any New Registration Statement, or the Prospectus included therein or any Prospectus Supplement thereto) to be filed with or furnished to the Commission after the Effective Closing Date and incorporated by reference in the Initial Registration Statement or any New Registration Statement, or the Prospectus and included therein or any Prospectus Supplement thereto required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, . The Company has delivered or made available to the Investor via XXXXX or otherwise true and shall not contain any untrue statement complete copies of a material fact all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or omit furnished to state a material fact required to be stated therein or necessary in order to make the statements therein, in light Commission as of the circumstances Closing Date, together with all written responses of the Company thereto in the form such responses were filed via XXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under which they were made, not misleadingthe Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act andof 1934, except as disclosed in amended (the “Exchange Act”), and the Company, for the two years preceding the date hereof, has filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) . At the times of their respective filings, all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents aforementioned reports, schedules, forms, statements and other documents required to be filed by it with the Commission prior to the Effective Date (Commission, including, without limitation, the Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K) ” and, together with the Quarterly Reports on Forms 10-Q for the quarters ended March 31, 2009, and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement June 30, 2009, and the Prospectus. The Company has not provided to the Investor any information whichCurrent Reports on Forms 8-K filed on each of July 2, according to applicable law2009, rule or regulationand September 11, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation2009, the 2008 Form 10-K“Commission Documents”) complied in all material respects with the requirements of the Securities Act or and the Exchange Act, as applicable, Act and other federal, state and local laws, the rules and regulations applicable to itof the Commission promulgated thereunder, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such Commission Document and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus registration statement and any Prospectus Supplement required to be amendment thereto filed by the Company during the two years preceding the date hereof pursuant to Sections 1.4 the Securities Act and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commissionrules and regulations thereunder, as of the case may bedate such statement or amendment became effective, shall comply complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall did not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements made therein not misleading; and each prospectus filed pursuant to Rule 424(b) under the Securities Act, as of its issue date and as of the closing of any sale of securities pursuant thereto did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or year-end adjustments or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies 15(d) of the Commission Documents filed with the Commission prior to the Effective Date Exchange Act (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore foregoing, including filings incorporated by reference in therein, being referred to herein as the Registration Statement and the Prospectus"Commission Documents"). The Company has not provided to the Investor Purchaser any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As At the time of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationfiling, the 2008 Form 10-KQSB for the fiscal quarter ended March 31, 2003 (the "Form 10-Q") complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document Form 10-Q did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with At the Commission after the Effective Date and incorporated by reference in the Registration Statementtime of its filing, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during Form 10-KSB/A1 for the Investment Period fiscal year ended September 30, 2002 (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply "Form 10-K") complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and shall the Form 10-K did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had has timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with or furnished to the Commission prior to the Effective Closing Date (including, without limitation, the 2008 2016 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all ). No Subsidiary of the Commission Documents heretofore incorporated by reference in Company is required to file or furnish any report, schedule, registration, form, statement, information or other document with the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementCommission. As of its filing date, each Commission Document filed with or furnished to the Commission and incorporated by reference in prior to the Registration Statement and the Prospectus Closing Date (including, without limitation, the 2008 2016 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and, as of its filing date (or, if amended or superseded by a filing prior to the Effective Closing Date, on the date of such amended or superseded filing), such Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Registration Statement, on the date it is filed with the Commission, on the date it is declared effective by the Commission, on each Fixed Request Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 415 under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Registration Statement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. The Prospectus and each Prospectus Supplement required to be filed pursuant to this Agreement or the Registration Rights Agreement after the Closing Date, when taken together, on its date, on each Fixed Request Exercise Date and on each Settlement Date, shall comply in all material respects with the requirements of the Securities Act (including, without limitation, Rule 424(b) under the Securities Act) and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that this representation and warranty shall not apply to statements in or omissions from the Prospectus or any Prospectus Supplement made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. Each Commission Document (other than the Registration Statement, the Prospectus or any Prospectus Supplement) to be filed with or furnished to the Commission after the Effective Closing Date and incorporated by reference in the Registration Statement, the Prospectus and or any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during this Agreement or the Investment Period Registration Rights Agreement (including, without limitation, the Current Report), when such document becomes effective or is filed with or furnished to the CommissionCommission and, if applicable, when such document becomes effective, as the case may be, shall comply in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all comment letters and substantive correspondence received by the Company from the Commission relating to the Commission Documents filed with or furnished to the Commission as of the Closing Date, together with all written responses of the Company thereto in the form such responses were filed via XXXXX. There are no outstanding or unresolved comments or undertakings in such comment letters received by the Company from the Commission. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act.

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, except as disclosed in on Schedule 2.1(f) hereto, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the "Commission Documents"). The Company has delivered or made available (through the SEC XXXXX website) to the Investor via XXXXX or otherwise Purchasers true and complete copies of the Commission Documents filed with the Commission prior to the Effective Date (includingsince December 31, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus2000. The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As At the time of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationfiling, the 2008 Company's Quarterly Report on Form 10-KQSB for the fiscal quarter ended September 30, 2006 (the "Form 10-Q") complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as of its filing date (or, if amended or superseded by a filing prior to and the Effective Date, on the date of such amended or superseded filing), such Commission Document Form 10-Q did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with At the Commission after the Effective Date and incorporated by reference in the Registration Statementtime of its filing, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during Company's Annual Report on Form 1 0-KSB for the Investment Period fiscal year ended December 31, 2006 (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply "Form 10-K") complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and shall and, at the time of its filing, the Form 10-K did not contain any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the Commission Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the financial position of the Company and its Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock of the Company is registered pursuant to Section 12(b) or 12(g) of the Exchange Act Act, and, except as disclosed in the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a), 14 or 15(d) of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to herein as the "Commission Documents"). The Company has delivered or made available to the Investor via XXXXX or otherwise Purchaser true and complete copies of the Commission Documents filed with the Commission since December 31, 1998 and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectuseach Closing Date. The Company has not provided to the Investor Purchaser any material non-public information relating to the Company or information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this AgreementAgreement or as set forth in the Commission Documents. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitationtheir respective dates, the 2008 Form 10-K) K for the year ended June 30, 1999 and the Form 10-Q for the fiscal quarter ended September 30, 1999 filed on September 28, 1999 and November 15, 1999, respectively, complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations applicable to it, of the Commission promulgated thereunder and, as of its filing date (ortheir respective dates, if amended or superseded by a filing prior none of the Form 10-K and the Form 10-Q referred to the Effective Date, on the date of such amended or superseded filing), such Commission Document did not contain above contained any untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each The financial statements of the Company included in the Commission Document to be Documents filed by the Company with the Commission after since December 31, 1998 have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the Effective Date and incorporated by reference periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the Registration Statementcase of unaudited interim statements, to the Prospectus and any Prospectus Supplement required to extent they may not include footnotes or may be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Reportcondensed or summary statements), when such document becomes effective or is filed with the Commission, as the case may be, shall comply and fairly present in all material respects with the requirements financial position of the Securities Act or Company and the Exchange Act, results of operations and cash flows as applicable, and other federal, state and local laws, rules and regulations applicable to it, and shall not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereindates thereof for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andAct, except as disclosed in and since January 1, 2008, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including material filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including any such reports, schedules, forms, statements and other documents filed after the date hereof, including filings incorporated by reference in any such filings, being referred to herein as the “Commission Documents”). The Except as previously disclosed to the Investor in writing, since January 1, 2008, the Company has delivered maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on the Nasdaq Global Market. To the extent not available on the Commission’s XXXXX filing system, the Company has made available to the Investor via XXXXX or otherwise true and complete copies of the Commission Documents filed with the Commission since January 1, 2008, and prior to the Effective Date (including, without limitation, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the ProspectusClosing Date. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company’s Form 10-K) K for the year ended December 31, 2007 complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Date, on the date of such amended or superseded filing)information disclosed and incorporated by reference therein, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since January 1, 2008, complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its Consolidated Subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act andand the Company has timely filed all reports, except as disclosed in schedules, forms, statements and other documents required to be filed by it with the Commission Documents, as pursuant to the reporting requirements of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act, including materials filed pursuant to Section 13(a) or 15(d) of the Exchange Act (all of the foregoing, including filings incorporated by reference therein, being referred to herein as the "Commission Documents"). Except as previously disclosed to the Investor in writing, the Company has maintained all requirements for the continued listing or quotation of its Common Stock, and such Common Stock is currently listed or quoted on a Principal Market. The Company has delivered or made available to the Investor via XXXXX Investor, or otherwise has made available on its website, true and complete copies of the Commission Documents filed with the Commission since December 31, 2002, and prior to the Effective Date (including, without limitationClosing Date. As of the date hereof, the 2008 Form 10-K) and has delivered or made available to the Investor via XXXXX or otherwise true and complete copies of all of the Commission Documents heretofore incorporated by reference in the Registration Statement and the Prospectus. The Company has not provided to the Investor any information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As of its filing date, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Company's Annual Report on Form 10-K) K for the year ended December 31, 2003, complied in all material respects with the requirements of the Securities Exchange Act or and the Exchange Act, as applicable, and other federal, state and local laws, rules and regulations of the Commission promulgated thereunder applicable to itsuch document, and, as of its filing date (ordate, if amended or superseded by a filing prior after giving effect to the Effective Date, on the date of such amended or superseded filing)information disclosed and incorporated by reference therein, such Commission Document Form 10-K did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each As of their respective dates, the financial statements of the Company included in the Commission Document to be Documents filed with the Commission after the Effective Date since December 31, 2002, complied as to form and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply substance in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiaries as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).

Commission Documents, Financial Statements. (a) The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and, except as disclosed in the Commission Documents, as of the Effective Date the Company had timely filed (giving effect to permissible extensions in accordance with Rule 12b-25 under the Exchange Act) all Commission Documents. The Company has delivered or made available to the Investor via Purchasers through the XXXXX or otherwise system, true and complete copies of the Commission Documents filed with Company’s most recent Annual Report on Form 10-K for the Commission prior to fiscal year ended December 31, 2012 (the Effective Date (including, without limitation, the 2008 “Form 10-K) ”), and has delivered or made available all other reports, schedules, forms, statements and other documents required to be filed by the Company pursuant to the Investor via XXXXX Securities Act and the Exchange Act of 1934, as amended (the “Exchange Act”), including pursuant to Section 13(a) or otherwise true and complete copies of 15(d) thereof, since December 31, 2012 (all of the Commission Documents heretofore foregoing, including filings incorporated by reference in therein, being referred to herein as the Registration Statement and the Prospectus“Commission Documents”). The Company has not provided to the Investor Purchasers any material non-public information or other information which, according to applicable law, rule or regulation, should have been disclosed publicly by the Company but which has not been so disclosed, other than with respect to the transactions contemplated by this Agreement. As At the time of its filing datetheir filing, other than the timeliness of the filings, each Commission Document filed with the Commission and incorporated by reference in the Registration Statement and the Prospectus (including, without limitation, the 2008 Form 10-K) complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission promulgated thereunder and other federal, state and local laws, rules and regulations applicable to itsuch documents, and, as at the time of its filing date (orfiling, if amended or superseded by a filing prior to the Effective Date, on the date of such amended or superseded filing), such each Commission Document did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Commission Document to be filed with As of their respective dates, the financial statements of the Company included in the Commission after the Effective Date and incorporated by reference in the Registration Statement, the Prospectus and any Prospectus Supplement required Documents complied as to be filed pursuant to Sections 1.4 and 5.9 hereof during the Investment Period (including, without limitation, the Current Report), when such document becomes effective or is filed with the Commission, as the case may be, shall comply form in all material respects with applicable accounting requirements and the requirements of the Securities Act or the Exchange Act, as applicable, and other federal, state and local laws, published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Notes thereto or (ii) in the case of unaudited interim statements, to itthe extent they may not include footnotes or may be condensed or summary statements), and shall not contain any untrue statement fairly present in all material respects the financial position of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereinCompany and its subsidiary as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in light the case of the circumstances under which they were madeunaudited statements, not misleadingto normal year-end audit adjustments).