Common use of Covenants, Representations and Warranties of the Company Clause in Contracts

Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts to keep the Registration Statement effective so as to permit the public sale of the Shares for a period of three (3) years after the effective date of the Registration Statement. (b) The Company will provide the Selling Shareholders with sufficient copies of the Registration Statement (and prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws. (c) The Company will pay all expenses of the public offering of the Shares except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders and brokerage and other selling commissions associated with the distribution of the Shares. (i) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its termination, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders as promptly as possible of the happening of such an event. (ii) In such event, the Company agrees to prepare and furnish to the Selling Shareholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders agree temporarily to terminate the offering of the Shares during the period between the notification by the Company to the Selling Shareholders of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. (e) The Company agrees to obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to any state ments or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 under the Act and the rules and regulations of the Commission. (h) The Registration Statement and the final prospectus contained therein and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Commission thereunder; all documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no part of the Registration Statement, the prospectus or any such amendment or supplement (including documents incorporated by reference therein) will contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Registration Statement or prospectus made in reliance upon and in conformity with substantive information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein.

Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts to keep the Registration Statement effective so as to permit the public sale of the Shares for a period of three one (31) years year after the effective date of the Registration Statement. (b) The Company will provide the Selling Shareholders Stockholders with sufficient copies of the Registration Statement (and prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws. (c) The Company will pay all expenses of the public offering of the Shares except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders Stockholders and brokerage and other selling commissions associated with the distribution of the Shares. (i) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its termination, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders Stockholders as promptly as possible of the happening of such an event. (ii) In such event, the Company agrees to prepare and furnish to the Selling Shareholders Stockholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders Stockholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders Stockholders agree temporarily to terminate the offering of the Shares during the period between the notification by the Company to the Selling Shareholders Stockholders of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. (e) The Company agrees to obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to any state ments statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders Stockholders expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 S-1 under the Act and the rules and regulations of the Commission. (h) The Registration Statement and the final prospectus contained therein and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Commission thereunder; all documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no part of the Registration Statement, the prospectus or any such amendment or supplement (including documents incorporated by reference therein) will contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Registration Statement or prospectus made in reliance upon and in conformity with substantive information furnished in writing to the Company by and with respect to the Selling Shareholders Stockholders expressly for use therein.

Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts to keep the Registration Statement effective so as to permit the public sale of the Shares for a period of three one (31) years year after the effective date of the Registration Statement. (b) The Company will provide the Selling Shareholders Stockholders with sufficient copies of the Registration Statement (and prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws. (c) The Company will pay all expenses of the public offering of the Shares except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders Stockholders and brokerage and other selling commissions associated with the distribution of the Shares. (i) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its termination, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders Stockholders as promptly as possible of the happening of such an event. (ii) In such event, the Company agrees to prepare and furnish to the Selling Shareholders Stockholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders Stockholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders Stockholders agree temporarily to terminate the offering of the Shares during the period between the notification by the Company to the Selling Shareholders Stockholders of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. (e) The Company agrees to obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to any state state- ments or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders Stockholders expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 SB-2 under the Act and the rules and regulations of the Commission. (h) The Registration Statement and the final prospectus contained therein and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Commission thereunder; all documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no part of the Registration Statement, the prospectus or any such amendment or supplement (including documents incorporated by reference therein) will contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Registration Statement or prospectus made in reliance upon and in conformity with substantive information furnished in writing to the Company by and with respect to the Selling Shareholders Stockholders expressly for use therein.

Covenants, Representations and Warranties of the Company. The Company covenants with, and represents and warrants to, Subscriber as follows: (a) The Company shall use its best efforts to keep is duly organized and validly exists as a corporation in good standing under the Registration Statement effective so as to permit the public sale laws of the Shares for a period State of three (3) years after the effective date of the Registration StatementDelaware. (b) The Company will provide the Selling Shareholders with sufficient copies of the Registration Statement (has all such corporate power and prospectus contained therein) as shall be required authority to satisfy prospectus delivery requirements under federal enter into, deliver and state securities lawsperform this Subscription Agreement. (c) The All necessary corporate action has been duly and validly taken by the Company will pay all expenses to authorize the execution, delivery and performance of this Subscription Agreement by the Company, and the issuance and sale of the public offering Securities to be sold by the Company pursuant to this Subscription Agreement. This Subscription Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Shares Company enforceable against the Company in accordance with its terms, except for fees as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of attorneys, accountants creditors’ rights generally and other advisors retained by the Selling Shareholders and brokerage and other selling commissions associated with the distribution of the Sharesgeneral equitable principles. (id) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its termination, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders as promptly as possible of the happening of such an event. (ii) In such event, the Company agrees to prepare and furnish to the Selling Shareholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders agree temporarily to terminate the offering of the Shares during the period between the notification Memorandum and/or information provided by the Company to the Selling Shareholders of the need for such amendment or supplement to the Registration Statement undersigned hereof does not and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. (e) The Company agrees to obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to any state ments or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 under the Act and the rules and regulations of the Commission. (h) The Registration Statement and the final prospectus contained therein and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Commission thereunder; all documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no part of the Registration Statement, the prospectus or any such amendment or supplement (including documents incorporated by reference therein) will contain an 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 in light of circumstances made therein not misleading; provided, however, that this representation . (e) The Securities to be issued and warranty shall not apply sold to any statements or omissions the undersigned as provided in the Registration Statement or prospectus made in reliance upon Memorandum and in conformity with substantive information furnished in writing this Subscription Agreement have been duly authorized and when issued and delivered against payment therefor, will be validly issued, fully paid and non-assessable and will conform to the description thereof in the Memorandum. (f) The proceeds from the Offering will be used to repay the Himmil Note in full. The Company will not conduct a Closing unless it has received sufficient proceeds in escrow allowing it to repay the Himmil Note in full (including the prepayment premium, if applicable). If the Company fails to receive sufficient proceeds in escrow to repay the Himmil Note in full by and with respect November 30, 2015 (or such later date if the Offering is extended by the Company), then all proceeds will be returned to the Selling Shareholders expressly Subscriber and the Offering will be terminated. Any additional amounts received in the Offering after repayment of the Himmil Note will be used for use thereinworking capital and general corporate expenses.

Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts to keep the Registration Statement effective so as to permit the public sale of the Shares for a period of three one (31) years year after the effective date of the Registration Statement. (b) The Company will provide the Selling Shareholders with sufficient copies of the Registration Statement (and the prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws. (c) The Company will pay all expenses of the public offering of the Shares except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders and brokerage and other selling commissions associated with the distribution of the Shares. (id) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its terminationthe termination thereof, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders as promptly as possible of the happening of such an event. (ii) . In such event, the Company agrees to prepare and furnish to the Selling Shareholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders agree temporarily to terminate the offering of the Shares under the Registration Statement during the period between the notification by the Company to the Selling Shareholders of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. Notwithstanding the above, the Selling Shareholders may offer and sell the Shares in compliance with the Act during such time without the use or reliance upon registration or the Registration Statement. (e) The Company agrees to shall obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to any state ments statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 under the Act and the rules and regulations of the Commission. (h) The Registration Statement and the final prospectus contained therein and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") ), and the rules and regulations of the Commission thereunder; all . All documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no Commission. No part of the Registration Statement, the prospectus or any such amendment or supplement thereto (including documents incorporated by reference therein) will contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Registration Statement or prospectus made in reliance upon and in conformity with substantive information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein.

Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts to keep the Registration Statement effective so as to permit the public sale of the Shares for a period of three one (31) years year after the effective date of the Registration Statement. (b) The Company will provide the Selling Shareholders with sufficient copies of the Registration Statement (and the prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws. (c) The Company will pay all expenses of the public offering of the Shares except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders and brokerage and other selling commissions associated with the distribution of the Shares. (id) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its terminationthe termination thereof, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders as promptly as possible of the happening of such an event. (ii) . In such event, the Company agrees to prepare and furnish to the Selling Shareholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders agree temporarily to terminate the offering of the Shares during the period between the notification by the Company to the Selling Shareholders of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. (e) The Company agrees to shall obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to any state ments statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 under the Act and the rules and regulations of the Commission. (h) The Registration Statement and the final prospectus contained therein and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") ), and the rules and regulations of the Commission thereunder; all . All documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no Commission. No part of the Registration Statement, the prospectus or any such amendment or supplement thereto (including documents incorporated by reference therein) will contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Registration Statement or prospectus made in reliance upon and in conformity with substantive information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein.

Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts to keep the Registration Statement effective so as to permit the public sale of the Shares for a period of three one (31) years year after the effective date of the Registration Statement. (b) The Company will provide the Selling Shareholders with sufficient copies of the Registration Statement (and the prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws. (c) The Company will pay all expenses of the public offering of the Shares except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders and brokerage and other selling commissions associated with the distribution of the Shares. (id) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its terminationthe termination thereof, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders as promptly as possible of the happening of such an event. (ii) . In such event, the Company agrees to prepare and furnish to the Selling Shareholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders agree temporarily to terminate the offering of the Shares during the period between the notification by the Company to the Selling Shareholders of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. (e) The Company agrees to shall obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to any state ments or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 under the Act and the rules and regulations of the Commission. (h) The Registration Statement and the final prospectus contained therein and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") ), and the rules and regulations of the Commission thereunder; all . All documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no Commission. No part of the Registration Statement, the prospectus or any such amendment or supplement thereto (including documents incorporated by reference therein) will contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Registration Statement or prospectus made in reliance upon and in conformity with substantive information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein.

Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts to keep the Registration Statement effective so as to permit the public sale of the Shares for a period of three one (31) years year after the effective date of the Registration Statement. (b) The Company will provide the Selling Shareholders with sufficient copies of the Registration Statement (and prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws. (c) The Company will pay all expenses of the public offering of the Shares which exceed $10,000 except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders and brokerage and other selling commissions associated with the distribution of the Shares. (i) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its termination, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders as promptly as possible of the happening of such an event. (ii) In such event, the Company agrees to prepare and furnish to the Selling Shareholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders agree temporarily to terminate the offering of the Shares during the period between the notification by the Company to the Selling Shareholders of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. (e) The Company agrees to obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to any state ments statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 under the Act and the rules and regulations of the Commission. (h) The Registration Statement and the final prospectus contained therein and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Commission thereunder; all documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no part of the Registration Statement, the prospectus or any such amendment or supplement (including documents incorporated by reference therein) will contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Registration Statement or prospectus made in reliance upon and in conformity with substantive information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein.

Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts to keep the Registration Statement effective so as to permit the public sale of the Shares for a period of three one (31) years year after the effective date of the Registration Statement. (b) The Company will provide the Selling Shareholders with sufficient copies of the Registration Statement (and prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws. (c) The Company will pay all expenses of the public offering of the Shares except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders and brokerage and other selling commissions associated with the distribution of the Shares. (i) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its termination, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders as promptly as possible of the happening of such an event. (ii) In such event, the Company agrees to prepare and furnish to the Selling Shareholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders agree temporarily to terminate the offering of the Shares during the period between the notification by the Company to the Selling Shareholders of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. (e) The Company agrees to obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to any state ments statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 under the Act and the rules and regulations of the Commission. (h) The Registration Statement and the final prospectus contained therein and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Commission thereunder; all documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no part of the Registration Statement, the prospectus or any such amendment or supplement (including documents incorporated by reference therein) will contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Registration Statement or prospectus made in reliance upon and in conformity with substantive information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein.

Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts to keep the Registration Statement effective so as to permit the public sale of the Shares for a period of three one (31) years year after the effective date of the Registration Statement. (b) The Company will provide the Selling Shareholders Shareholder with sufficient copies of the Registration Statement (and prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws. (c) The Company will pay all expenses of the public offering of the Shares except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders Shareolders and brokerage and other selling commissions associated with the distribution of the Shares. (i) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its termination, of any event which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders Shareholder as promptly as possible of the happening of such an event. (ii) In such event, the Company agrees to prepare and furnish to the Selling Shareholders Shareholder copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders Shareholder may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders agree Shareholder agrees temporarily to terminate the offering of the Shares during the period between the notification by the Company to the Selling Shareholders Shareholder of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. (e) The Company agrees to obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an 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, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to any state ments statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders Shareholder expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 under the Act and the rules and regulations of the Commission. (h) The Registration Statement and the final prospectus contained therein and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations of the Commission thereunder; all documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no part of the Registration Statement, the prospectus or any such amendment or supplement (including documents incorporated by reference therein) will contain an 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; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Registration Statement or prospectus made in reliance upon and in conformity with substantive information furnished in writing to the Company by and with respect to the Selling Shareholders Shareholder expressly for use therein.

Covenants, Representations and Warranties of the Company. (a) The Company shall use its best efforts furnish to keep the Registration Statement effective so as MCA, from time to permit the public sale time, such numbers of copies of the Shares for a period of three (3) years after the effective date of the Registration StatementOffering Memorandum, and exhibits thereto and agreements and documents referred to therein, as MCA may reasonably request. (b) The Company will provide the Selling Shareholders with sufficient copies of the Registration Statement (and prospectus contained therein) as shall be required to satisfy prospectus delivery requirements under federal and state securities laws. (c) The Company will pay all expenses of the public offering of the Shares except for fees of attorneys, accountants and other advisors retained by the Selling Shareholders and brokerage and other selling commissions associated with the distribution of the Shares. (i) In the case of the happening, at any time after the commencement of the offering of the Shares, and prior to its termination, of If any event occurs or condition exists as a result of which materially affects the Company or the Shares which should be set forth in an amendment of or supplement to the Registration Statement in order to make the statements therein not misleading, the Company agrees, upon receiving knowledge of such event, to notify the Selling Shareholders as promptly as possible of the happening of such an event. (ii) In such event, the Company agrees to prepare and furnish to the Selling Shareholders copies of an amended Registration Statement or a supplement to the Registration Statement (including the prospectus contained therein) in such quantities as the Selling Shareholders may reasonably request, in order that the Registration Statement as so amended or supplemented will not contain any untrue statement of material fact, or omit to state any material fact necessary in order to make the statements therein not misleading in light of the circumstances under which they were made. The Selling Shareholders agree temporarily to terminate the offering of the Shares during the period between the notification by the Company to the Selling Shareholders of the need for such amendment or supplement to the Registration Statement and the time such amendment or supplement has been completed. The duration of this time period shall be at the sole discretion of the Company. (e) The Company agrees to obtain the necessary state securities and blue sky registrations or clearances in only those states in which it elects to do so. (f) No order preventing or suspending the use of any preliminary prospectus contained in the Registration Statement has been issued by the Commission, and such preliminary prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain Offering Memorandum would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances existing at the time such Offering Memorandum is delivered to a bona fide offeree, the Company shall promptly notify MCA in writing of such event or condition and the Company shall prepare an amendment or supplement to such Offering Memorandum in form and substance satisfactory to MCA and its counsel. The Company shall furnish to MCA such number of copies of any amendment or supplement to the Offering Memorandum as MCA may reasonably request. (c) The Company shall (i) make available to each bona fide offeree of the Securities such information (in addition to that contained in the Offering Memorandum) concerning the Offering of the Securities, the Company and any other relevant matters as the Company possesses or can acquire without unreasonable effort or expense and (ii) provide each bona fide offeree the opportunity to ask questions of, and receive answers from, the officers and employees of the Company concerning the terms and conditions of the Offering and to obtain any additional information about the Company and any other relevant matters, to the extent that such officers and employees possess the same or can acquire it without unreasonable effort or expense. (d) The Company shall qualify the Securities for offering and sale under the state securities or "blue sky" laws of such jurisdictions in which any offers or sales of the Securities may be transacted and as may otherwise be requested by MCA. (e) The Company represents and warrants to MCA that (i) as of the date on which the Company originally furnishes an Offering Memorandum, any amendment or supplement or any other information either directly or indirectly through MCA to any bona fide offerees of the Securities or any of their representatives, such Offering Memorandum, amendment or supplement or other information shall be true and correct in all material respects and shall not omit any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty does not apply to (ii) on the date of any state ments or omissions made in reliance upon and in conformity with information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein. (g) The Company meets the requirements for the use of Form S-3 under the Act and the rules and regulations closing of the Commission. (h) The Registration Statement sale of Securities, the Offering Memorandum; as amended or supplemented through such date, is and the final prospectus contained therein will be true and any further amendments or supplements thereto (including any document incorporated by reference therein filed after the effective date of the Registration Statement) will, when they become effective or are filed with the Commission, as the case may be, conform correct in all material respects to the requirements of the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules did not and regulations of the Commission thereunder; all documents incorporated by reference into the Registration Statement will conform in all material respects to the requirements of the Commission thereunder; and no part of the Registration Statement, the prospectus or not omit any such amendment or supplement (including documents incorporated by reference therein) will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary requited to make the statements therein statement therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions in the Registration Statement or prospectus made in reliance upon and in conformity with substantive information furnished in writing to the Company by and with respect to the Selling Shareholders expressly for use therein.