Common use of Conditions Precedent to the Obligations of the Underwriter Clause in Contracts

Conditions Precedent to the Obligations of the Underwriter. All obligations of the Underwriter under this Agreement are subject to the following conditions precedent: A. The Underwriter shall have completed a review of the form and content of the Registration Statement and Prospectus, of the organization and present legal status of the Company and of the legality and validity of the authorization and issuance of the issued and outstanding stock of the Company and of the Shares. B. The Company shall have performed all of its obligations under this Agreement. All of the statements, representations, and warranties contained in this Agreement shall be complete and true. C. From the date of this Agreement until the completion of the offering, no material adverse changes shall have occurred in the business, properties, nor assets of the Company other than changes occurring in the ordinary course of business. D. From the date of this Agreement until the completion of the offering, no claims or litigation shall have been instituted or threatened against the Company for substantial amounts or which would materially adversely affect the Company, its business, or its property, and no reasonable basis exists for such claims or threats. Further, no proceeding shall have been instituted or threatened against the Company before any regulatory body wherein an unfavorable ruling would have a material adverse effect on the Company. E. From the date of this Agreement until the completion of the offering of the Shares, no material adverse change shall have occurred in the operation, financial condition, management, or credit of the Company or in any conditions affecting the prospectus of its business. F. From the date of this Agreement until the completion of the offering, the Company shall not have sustained any loss on account of fire, flood, accident, or calamity of such character as materially adversely affects its business or property, regardless or whether or not the loss has been insured. G. On the date of the release of the funds in the Escrow Account to the Company, the Underwriter shall have received from the president or vice president and the treasurer of the Company, certificates dated as of such date, in form satisfactory to the Underwriter, to the effect that: (i) The representations and warranties of the Company contained in paragraph 1 of this Agreement are complete and true. (ii) All of the conditions precedent in this Agreement have been performed and the representations of these conditions precedent are true. (iii) No stop order or other proceedings have been instituted or threatened by the Commission or any state authority which would adversely affect the offering of the Shares. (iv) This Agreement has been duly authorized and executed and constitutes a valid agreement of the Company and is binding and enforceable according to its terms. (v) The respective signers have each carefully examined the Registration Statement and definitive Prospectus and any amendments and supplements, and to the best of their knowledge, the Registration Statement and definitive Prospectus and any amendments and supplements contain all statements required to be stated therein. All statements contained therein are true and correct, neither the Registration Statement, definitive Prospectus, or any amendment, supplement, or sticker thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been so set forth. H. On the effective date and on the closing date, the Underwriter shall have received from the Company's legal counsel, a blue sky memorandum setting forth the states in which the Shares may be sold and the number of Shares that may be sold in each such state.

Conditions Precedent to the Obligations of the Underwriter. All obligations of the Underwriter under this Agreement are subject to the following conditions precedentprecedent unless waived by the Underwriter in particular cases: A. The (a) Counsel for the Underwriter shall have completed a review of the form and content of the Registration Statement and Prospectus, of the organization and present legal status of the Company and of the legality and validity of the authorization and issuance of the issued and outstanding stock of the Company and of the Shares. B. (b) The Company shall have performed all of its obligations under this Agreement. All Agreement and all of the statements, representations, representations and warranties contained made by the Company in this Agreement shall be complete and truetrue in all material respects. C. (c) From the date of this Agreement until the completion of the offeringOffering, no material adverse changes shall have occurred in the business, properties, nor properties and assets of the Company other than changes occurring in the ordinary course of business. D. (d) From the date of this Agreement until the completion of the offeringOffering, no claims or litigation shall have been instituted or threatened against the Company for substantial amounts or which would materially adversely affect the Company, its business, business or its property, property and no reasonable basis exists shall exist for any such claims or threats. Further, no proceeding shall have been instituted or threatened against the Company before any regulatory body wherein an unfavorable ruling would have a material adverse effect on the Company. E. (e) From the date of this Agreement until the completion of the offering of the SharesOffering, no material adverse change shall have occurred in the operation, financial condition, management, management or credit of the Company or in any conditions affecting the prospectus prospects of its business. F. (f) From the date of this Agreement until the completion of the offeringOffering, the Company shall not have sustained any loss on account of fire, flood, accident, accident or calamity of such character as materially adversely affects its business or property, regardless or of whether or not the loss has been insured. G. (g) On the Effective Date and on the date of the release of the funds held in escrow under the Escrow Account to the CompanyAgreement, the Underwriter shall have received from the president or vice president and the treasurer Chief Executive Officer of the Company, certificates Company a certificate dated as of such date, in form satisfactory to the Underwriter, to the effect date that: (i) The representations and warranties of the Company contained in paragraph Section 1 of this Agreement are complete true and trueaccurate in all material respects. (ii) All of the conditions precedent in Sections 12(b) through 12(f) of this Agreement that are required to be performed by the Company by such date have been performed in all material respects and the representations representation and warranty made as to the performance of these such conditions precedent are is true. (iii) No stop order or other proceedings have been instituted or threatened by the Commission or any state authority which would adversely affect the offering of the SharesOffering. (iv) This Agreement has and the Warrants have been duly authorized and executed and constitutes a constitute valid agreement agreements of the Company and is with respect to the Warrants are binding agreements and are enforceable according to its their terms. (v) The respective signers have each Each person who has signed the Registration Statement has carefully examined the Registration Statement and definitive Prospectus and any amendments and supplements, and to the best of their knowledge, knowledge the Registration Statement and definitive Prospectus and any amendments and supplements thereto contain all statements required to be stated therein. All statements contained therein are true and correct, and neither the Registration Statement, definitive Prospectus, or Prospectus nor any amendment, supplement, supplement or sticker thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Since the effective date of the Registration Statement, there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been so set forth. H. (h) On the effective date and on the closing dateEffective Date, the Underwriter shall have received from the Company's legal counsel, counsel a blue sky memorandum copy of a Blue Sky Memorandum setting forth the states in which the Shares may be sold and the number of Shares that may be sold in each such state. (i) On the Effective Date and on the date of release of funds held in escrow under the Escrow Agreement, the Underwriter shall have received a written opinion from the Company's counsel as of such date in form substantially in accordance with the following: (i) The Company has filed with the Commission a Registration Statement on Form SB-2 relating to the Shares pursuant to the Act, the Registration Statement has become effective under the Act and the Registration Statement, Prospectus and all other documents filed with the Commission comply as to form with all requirements of the Act in all material respects (except for the financial statements and other financial data included therein, as to which counsel need express no opinion). (ii) Counsel is unaware of any contracts or other documents required to be described in the Registration Statement or in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. (iii) Counsel is unaware of any contracts or documents that have not been disclosed in the Prospectus that are material to the representations in the Prospectus and that would require disclosure in order to make statements made not misleading. (iv) To the best knowledge of counsel, the Company is not in default of any of the material terms and conditions of any agreements to which it is a party which are material to the operation of the Company; the Offering will not cause the Company to be in default of any of such agreements nor will it create a conflict between the Company and any of the contracting parties to any such agreements; all of such agreements are in full force and effect; and there are no claims against the Company concerning its rights under such agreements. (v) This Agreement and the Warrants issued to the Underwriter or its designees have been duly authorized and executed by the Company and constitute valid agreements of the Company except that no opinion need be expressed as to the validity of the indemnification provisions insofar as they are or may be held to be violative of public policy (under either state or federal law), the availability of specific performance or other equitable remedies, the effects of bankruptcy, insolvency, moratorium and all other similar laws and decisions affecting the rights of creditors generally and as to whether or not this Agreement may be an illusory contract. (vi) To the best knowledge of counsel, no claim or litigation has been instituted or threatened against the Company. (vii) To the best knowledge of counsel, no stop order or other proceedings have bee instituted or threatened by the Commission, any state or local authority or the NASD which would adversely affect the Offering. (viii) To the best knowledge of counsel, the Underwriter has been furnished copies of, or access to the Trust's files of, all documents and contracts relating to the Company's affairs which are material to the operations of the Trust. (ix) To the best knowledge of counsel, neither the Company nor any of its Affiliates is currently offering any securities for sale except as described in the Registration Statement. (x) No preemptive rights exist with respect to the Company's securities. (xi) Counsel is unaware of any subsidiaries of the Company other than those described in the Registration Statement or the Prospectus. (xii) Counsel has participated in the preparation of the Registration Statement and Prospectus and no facts have come to the attention of such counsel to lead counsel to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto (except for the financial statements and other financial data included therein, as to which such counsel need express no opinion) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (xiii) The Company has an authorized capitalization of 25,000,000 Shares, comprised of Common Shares, including the Shares to be offered in the Offering, and Preferred Shares, which the Trust may determine to issue in the future in accordance with the Declaration and applicable law. There are no outstanding options, warrants or other rights to purchase Shares known to counsel other than as described in the Registration Statement and the Prospectus. (xiv) The Company has been organized and is a validly existing business trust under the laws of the state of Delaware and has full business trust power and authority under such laws to own its properties and to conduct its business as described in the Registration Statement. To the best of counsel's knowledge, the Company is qualified to conduct business as a foreign business trust in each jurisdiction where the nature of its business activities requires such qualification except where failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company. (xv) The Shares and Warrant Shares when issued and paid for in accordance with their terms will be fully paid and non-assessable. The Shares conform to the description thereof contained in the Registration Statement. The Company has authorized the issuance of the Shares, Warrants and Warrant Shares and has full power and authority to issue and sell the Shares, Warrants and Warrant Shares on the terms and conditions herein set forth. The foregoing opinion may be rendered in part by regular corporate counsel and, in part, by securities counsel to the Company.

Conditions Precedent to the Obligations of the Underwriter. All obligations of the Underwriter under this Agreement are subject to the following conditions precedent: A. The (a) Counsel for the Underwriter shall have completed a review of the form and content of the Registration Statement and Prospectus, of the organization and present legal status of the Company and of the legality and validity of the authorization and issuance of the issued and outstanding stock of the Company and of the SharesShares and A Warrants. B. (b) The Company shall have performed all of its obligations under this Agreement. All of the statements, representations, representations and warranties contained in this Agreement shall be complete and true. C. (c) From the date of this Agreement until the completion of the offering, no material adverse changes shall have occurred in the business, properties, nor properties and assets of the Company other than changes occurring in the ordinary course of business. D. (d) From the date of this Agreement until the completion of the offering, no claims or litigation shall have been instituted or threatened against the Company for substantial amounts or which would materially adversely affect the Company, its business, business or its property, property and no reasonable basis exists for such claims or threats. Further, no proceeding shall have been instituted or threatened against the Company before any regulatory body wherein an unfavorable ruling would have a material adverse effect on the Company. E. (e) From the date of this Agreement until the completion of the offering of the SharesShares and A Warrants, no material adverse change shall have occurred in the operation, financial condition, management, management or credit of the Company or in any conditions affecting the prospectus prospects of its business. F. (f) From the date of this Agreement until the completion of the offering, the Company shall not have sustained any loss on account of fire, flood, accident, accident or calamity of such character as materially adversely affects its business or property, regardless or of whether or not the loss has been insured. G. (g) The Underwriter shall have received from the independent public accountants for the Company two letters addressed to the Underwriter, one dated the Effective Date and one dated the date of closing of this Offering to the effect that: (i) With respect to the Company they are independent public accountants within the meaning of the Securities Act and the published rules and regulations. (ii) In their opinion, the financial statements and supporting schedules and notes examined by them of the Company at all dates and for all periods referred to in their opinion included in the definitive Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations. (iii) Upon the basis of a reading of the related available interim financial statements and the financial data and accounting records of the Company, inquiries of officers of the Company responsible for financial and accounting matters, a reading of the minute books of the Company and other specified procedures and inquiries satisfactory to the Underwriter, if any, nothing has come to their attention which causes them to believe that during the period from the last audited balance sheet included in the Registration Statement to a specified date not more than five (5) days prior to the date of such letter (a) there has been any change in the capital shares or other securities of the Company or any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown in its audited balance sheets or in the debt of the Company from that shown or contemplated under "Capitalization" in the Registration Statement or definitive Prospectus (other than as set forth in or contemplated by the Registration Statement or definitive Prospectus); (b) there have been any material decreases in net current assets or net assets as compared with amounts shown in the last audited balance sheet included in the definitive Prospectus (other than in the ordinary course of business), except in all instances the changes disclosed in or contemplated by the Registration Statement and definitive Prospectus; and (c) on the basis of their examinations referred to in their opinion, report, and consent included in the Registration Statement and definitive Prospectus and the indicated procedures and discussions referred to above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that the financial statements and schedules set forth in the Registration Statement and definitive Prospectus do not present fairly the financial position and results of operations of the Company, for the periods indicated, in conformity with generally accepted accounting principles applied on a consistent basis, and are not in all material respects a fair presentation of the information purported to be shown. (h) On the date of the release closing of the funds in the Escrow Account to the Company, this Offering the Underwriter shall have received from the president or vice president of the Company and the treasurer of the Company, Company certificates dated as of such date, in form satisfactory to the Underwriter, Underwriter to the effect that: (i) The representations and warranties of the Company contained in paragraph 1 of this Agreement are complete and true. (ii) All of the conditions precedent in paragraphs 12(b)-12(f) of this Agreement have been performed and the representations of these conditions precedent are true. (iii) No stop order or other proceedings have been instituted or threatened by the Commission or any state authority which would adversely affect the offering of the SharesShares and A Warrants. (iv) This Agreement has and the Underwriter's Warrants have been duly authorized and executed and constitutes a constitute valid agreement agreements of the Company and is with respect to the Underwriter's Warrants are binding agreements and are enforceable according to its their terms. (v) The respective signers have each carefully examined the Registration Statement Statements and definitive Prospectus and any amendments and supplements, and to the best of their knowledge, knowledge the Registration Statement and definitive Prospectus and any amendments and supplements contain all statements required to be stated therein. All statements contained therein are true and correct, neither the Registration Statement, definitive Prospectus, Prospectus or any amendment, supplement, supplement or sticker thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Since the effective date Effective Date of the Registration Statement, there has occurred no event required to be stated therein or necessary to make the statements therein not misleading, and since the Effective Date of the Registration Statement, there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been so set forth. H. (i) On the effective date and on of the closing date, of this Offering the Underwriter shall have received a written opinion from the Company's legal counselcounsel stating that: (i) The Company has filed a Registration Statement on Form SB- 2 relating to the Shares and A Warrants with the Commission pursuant to the Securities Act, the Registration Statement has become effective under the Securities Act and the Registration Statement, Prospectus and all other documents filed with the Commission comply as to form with all requirements of the Securities Act in all material respects (except for the financial statements and other financial data included therein, as to which counsel need express no opinion). (ii) Counsel is unaware of any contracts or other documents required to be described in the Registration Statement or in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. (iii) Counsel is unaware of any contracts or documents that have not been disclosed in the Prospectus that are material to the representations in the Prospectus and that would require disclosure in order to make statements made not misleading. (iv) Except as set forth in the Registration Statement Prospectus and financial Statements included therein the best knowledge of counsel and after reasonable investigation, the Company is not in default of any of the contracts, leases or agreements to which it is a blue sky memorandum setting forth party and the states proposed offering of Shares and A Warrants will not cause the Company to become in default of any of its contracts, leases or agreements nor will it create a conflict between the Company and any of the contracting parties to the contracts, leases and other agreements. (v) To the best knowledge of counsel and after reasonable investigation, and except as described in the Registration Statement, Prospectus and financial statements included therein, the Company has marketable title to all properties described in the Registration Statement as owned by it. Except as reflected in the Registration Statement and financial statements included therein, the properties are free and clear of all liens, charges, encumbrances or restrictions; all of the leases, subleases and other agreements under which the Shares Company holds its properties are in full force and effect; the Company is not in default under any of the material terms or provisions of any of the leases, subleases or other agreements; and there are no claims against the Company concerning its rights under the leases, subleases and other agreements and concerning its right to continued possession of its properties. (vi) This Agreement and the Underwriter's Warrants issued to the Underwriter or its designees have been duly authorized and executed by the Company and constitute valid agreements of the Company except that no opinion need be expressed as to the validity of the indemnification provisions insofar as they are or may be sold held to be violative of public policy (under either state or federal law), the availability of specific performance or other equitable remedies, the effects of bankruptcy, insolvency, moratorium and all other similar laws and decisions affecting the rights of creditors generally and as to whether or not this Agreement may be an illusory contract. (vii) Except as set forth in the Registration Statement, Prosectus and fianncial statements included therein, to the best knowledge of counsel and after reasonable investigation, no claim or litigation has been instituted or threatened against the Company. (viii) To the best knowledge of counsel and after reasonable investigation, no stop order or other proceedings have been instituted or threatened by the Commission or any state or local authority which would adversely affect the offering of the Shares and A Warrants. (ix) To the best knowledge of counsel and after reasonable investigation, all documents and contracts relating to the Company's affairs have been furnished to the Underwriter's counsel. (x) To the best knowledge of counsel and after reasonable investigation, the Company possesses adequate licenses, certificates, authorizations or permits issued by the appropriate federal, state and local regulatory authorities necessary to conduct its business as described in the Registration Statement and to retain possession of its properties. Counsel is unaware of any notice of any proceeding relating to the revocation or modification of any of these certificates or permits having been received by the Company. (xi) To the best knowledge of counsel and after reasonable investigation, neither the Company nor its affiliates is currently offering any securities for sale except as described in the Registration Statement. (xii) No preemptive rights exist with respect to the Company's securities. (xiii) Except as set forth in the Registration Statement, Counsel is unaware of any subsidiaries of the Company. (xiv) Counsel has participated in the preparation of the Registration Statement and Prospectus and no facts have come to the attention of such counsel to lead counsel to believe that either the Registration Statement or the Prospectus or any amendment or supplement thereto (except for the financial statements and other financial data included therein, as to which such counsel need express no opinion) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (xv) The Company has an authorized capitalization of 15,000,000 shares consisting of shares of common stock $.0001 par value per share. Except as set forth in the Registration Statement, there are no outstanding options, warrants or other rights to purchase shares of the Company's common stock known to counsel other than as described in the Registration Statement. (xvi) The Company has been incorporated and is a validly existing corporation under the laws of the State of New York and has full corporate power and authority under such laws to own its properties and to conduct its business as described in the Registration Statement. To the best of counsel's knowledge, information and belief, the Company is qualified to conduct business as a foreign corporation in each jurisdiction where the nature of its business activities requires such qualification except where failure to so qualify would not have a material adverse effect upon the business or financial condition of the Company. (xvii) The Company's shares of common stock that are issued and outstanding are fully paid and nonassessable and the Shares and A Warrants and Warrant Shares when issued and paid for in accordance with their terms will be fully paid and non-assessable. The Shares and A Warrants conform to the description thereof contained in the Registration Statement. The Company has authorized the issuance of the Shares and A Warrants, the warrants included therein, the Underwriter's Warrants and the Warrant Shares and has full power and authority to issue and sell the Shares and A Warrants, terms and conditions herein set forth. A sufficient number of Shares that common shares have been duly reserved for issuance upon exercise of the Warrants and Underwriter's Warrants. The foregoing opinion may be sold rendered in each such statepart by regular corporate counsel and, in part, by securities counsel to the Company.

Conditions Precedent to the Obligations of the Underwriter. All obligations of the Underwriter under this Agreement are subject to the following conditions precedent: A. The Underwriter (a) Counsel for the Company shall have completed a review of the form and content of the Registration Statement and Prospectus, of the organization and present legal status of the Company and of the legality and validity of the authorization and issuance of the issued and outstanding stock of the Company and of the SharesUnits. B. (b) The Company shall have performed all of its obligations under this Agreement. All of the statements, representations, representations and warranties contained in this Agreement shall be complete and true. C. (c) From the date of this Agreement until the completion of the offering, no material adverse changes shall have occurred in the business, properties, nor properties and assets of the Company other than changes occurring in the ordinary course of business. D. (d) From the date of this Agreement until the completion of the offering, no claims or litigation shall have been instituted or threatened against the Company for substantial amounts or which would materially adversely affect the Company, its business, business or its property, property and no reasonable basis exists for such claims or threats. Further, no proceeding shall have been instituted or threatened against the Company before any regulatory body wherein an unfavorable ruling would have a material adverse effect on the Company. E. (e) From the date of this Agreement until the completion of the offering of the SharesUnits, no material adverse change shall have occurred in the operation, financial condition, management, management or credit of the Company or in any conditions affecting the prospectus prospects of its business. F. (f) From the date of this Agreement until the completion of the offering, the Company shall not have sustained any loss on account of fire, flood, accident, accident or calamity of such character as materially adversely affects its business or property, regardless or of whether or not the loss has been insured. G. (g) The Underwriter shall have received from the independent public accountants for the Company two letters addressed to the Underwriter, one dated the Effective Date and one dated the date of the release of the funds from the Escrow Account to the Company, to the effect that: (i) With respect to the Company they are independent public accountants within the meaning of the Securities Act and the published rules and regulations. (ii) In their opinion, the financial statements and supporting schedules and notes examined by them of the Company at all dates and for all periods referred to in their opinion included in the definitive Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and the published rules and regulations. (iii) Upon the basis of a reading of the related available interim financial statements and the financial data and accounting records of the Company, inquiries of the officers of the Company responsible for financial and accounting matters, a reading of the minute books of the Company and other specified procedures and inquiries satisfactory to the Underwriter, if any, nothing has come to their attention which causes them to believe that during the period from the last audited balance sheet included in the Registration Statement to a specified date not more than five (5) days prior to the date of such letter (a) there has been any change in the capital Units or other securities of the Company or any payment or declaration of any dividend or other distribution in respect thereof or exchange therefor from that shown in its audited balance contemplated under "Capitalization" in the Registration Statement or definitive Prospectus (other than as set forth in or contemplated by the Registration Statement or definitive Prospectus); (b) there have been any material decreases in net current assets or net assets as compared with amounts shown in the last audited balance sheet included in the definitive Prospectus (other than in the ordinary course of business), except in all instances the changes disclosed in or contemplated by the Registration Statement and definitive Prospectus; and (c) on the basis of their examinations referred to in their opinion, report, and consent included in the Registration Statement and definitive Prospectus and the indicated procedures and discussions referred to above, nothing has come to their attention which, in their judgment, would cause them to believe or indicate that the financial statements and schedules set forth in the Registration Statement and definitive Prospectus do not present fairly the financial position and results of operations of the Company, for the period indicated, in conformity with generally accepted accounting principles applied on a consistent basis, and are not in all material respects a fair presentation of the information purported to be shown. (h) On the date of the release of the funds in the Escrow Account to the Company, the Underwriter shall have received from the president or vice president Chief Executive Officer of the Company and the treasurer of the Company, Company certificates dated as of such date, in form satisfactory to the Underwriter, Underwriter to the effect that: (i) The representations and warranties of the Company contained in paragraph Section 1 of this Agreement are complete and true. (ii) All of the conditions precedent in Sections 13(b) - 13(f) of this Agreement have been performed and the representations of these conditions precedent are true. (iii) No stop order or other proceedings have been instituted or threatened by the Commission or any state authority which would adversely affect the offering of the SharesUnits. (iv) This Agreement has and the Underwriter Warrants have been duly authorized and executed and constitutes a constitute valid agreement agreements of the Company and is with respect to the Underwriter Warrants are binding agreements and are enforceable according to its their terms. (v) The respective signers have each carefully examined the Registration Statement and definitive Prospectus and any amendments and supplements, and to the best of their knowledge, knowledge the Registration Statement and definitive Prospectus and any amendments and supplements contain all statements required to be stated therein. All statements contained therein are true and correct, neither the Registration Statement, definitive Prospectus, Prospectus or any amendment, supplement, supplement or sticker thereto includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Since the effective date Effective Date of the Registration Statement, there has occurred no event required to be stated therein or necessary to make the statements therein not misleading, and since the Effective Date of the Registration Statement, there has occurred no event required to be set forth in an amended or supplemented Prospectus which has not been so set forth. H. (i) On the effective date Effective Date and on the closing date, the Underwriter Company shall have received from the CompanyUnderwriter's legal counsel, counsel a blue sky memorandum Blue Sky Memorandum setting forth the states in which the Shares Units may be sold and the number of Shares Units that may be sold in each such state. (j) On the date the funds in the Escrow Account are released to the Company, the Underwriter shall have received a written opinion from the Company's counsel stating that: (i) The Company has filed a Registration Statement on Form SB-2 relating to the Units with the Commission pursuant to the Securities Act, the Registration Statement has become effective under the Act and the Registration Statement, Prospectus and all other documents filed with the Commission comply as to form with all requirements of the Act in all material respects (except for the financial statements and other financial data included therein, as to which counsel need express no opinion). (ii) Counsel is unaware of any contracts or other documents required to be described in the Registration Statement or in the Prospectus or to be filed as exhibits to the Registration Statement which have not been described or filed as required. (iii) Counsel is unaware of any contracts or documents that have not been disclosed in the Prospectus that are material to the representations in the Prospectus and that would require disclosure in order to make statements made not misleading. (iv) To the best knowledge of counsel and after reasonable investigation, the Company is not in default of any of the contracts, leases or agreements to which it is a party and the proposed offering of Units will not cause the Company to become in default of any of its contracts, leases or agreements nor will it create a conflict between the Company and any of the contracting parties to the contracts, leases and other agreements. (v) To the best knowledge of counsel and after reasonable investigation, and except as described in the Registration Statement, the Company has marketable title to all properties described in the Registration Statement as owned by it; the properties are free and clear of all liens, charges, encumbrances or restrictions; all of the leases, subleases and other agreements under which the Company holds its properties are in full force and effect; the Company is not in default under any of the material terms or provisions of any of the leases, subleases or other agreements; and there are no claims against the Company concerning its rights under the leases, subleases and other agreements and concerning its right to continued possession of its properties. (vi) This Agreement and the Warrants issued to the Underwriter or its designates have been duly authorized and executed by the Company and constitute valid agreements of the Company except that no opinion need be expressed as to the validity of the indemnification provisions insofar as they are or may be held to be violative of public policy (under either state or federal law), the availability of specific performance or other equitable remedies, the effects of bankruptcy, insolvency, moratorium and all other similar laws and decisions affecting the rights of creditors generally and as to whether or not this Agreement may be an illusory contract. (vii) To the best knowledge of counsel and after reasonable investigation, no claim or litigation has been instituted or threatened against the Company. (viii) To the best knowledge of counsel and after reasonable investigation, no stop order or other proceedings have been instituted or threatened by the Commission or any state or local authority which would adversely affect the offering of the Units. (ix) To the best knowledge of counsel and after reasonable investigation, all documents and contracts relating to the Company's affairs have been furnished to the Underwriter's counsel. (x) To the best knowledge of counsel and after reasonable investigation, the Company possesses adequate licenses, certificates, authorizations or permits issued by the appropriate federal, state and local regulatory authorities necessary to conduct its business as described in the Registration Statement and to retain possession of its properties. Counsel is unaware of any notice of any proceeding relating to the revocation or modification of any of these certificates or permits having been received by the Company. (xi) To the best knowledge of counsel and after reasonable investigation, neither the Company nor its affiliates is currently offering any securities for sale except as described in the Registration Statement. (xii) No preemptive rights exist with respect to the Company's securities. (xiii) Counsel is aware of any subsidiaries of the Company.