Common use of Covered Persons Clause in Contracts

Covered Persons. Prior to the effective date of the Registration Statement, the Company will cause each of its officers, directors, 5% or more shareholders, and their affiliates ("Covered Persons) to agree in writing with the Representative that, without the prior written consent of the Representative, each such Covered Person who is an officer, director, or an affiliate of an officer or director, will not sell for a period of one year after the effective date of the Registration Statement any of the Company's shares of Common Stock owned by him or it prior to such effective date. The Company and the Representative agree that Maurice Porter shall be deemed not be a Covered Person. Such axxxxxxxx xxxx also provide that if a Covered Person who is an officer or director of the Company on the effective date of the Registration Statement ceases to be an officer or director of the Company during the period of one year after the effective date of the Registration Statement, then such Covered Person and the affiliates of such Covered Person will agree not to sell any of the Company's shares of Common Stock owned by such Covered Person and such Covered Person's affiliates prior to the effective date of such Registration Statement until the expiration of one year after the effective date of the Registration Statement. For purposes of this Underwriting Agreement, the term "affiliate" shall have the meaning ascribed to it in Rule 405 under the Act. Such agreements between the Representative and the Covered Persons will also provide that any sales of shares of Common Stock of the Company by such persons during the three year period after the effective date of the Registration Statement under Rule 144 promulgated by the SEC under the Act ("Rule 144 Sales"), will be executed only through the Representative acting as a broker or dealer. In such agreement the Representative will agree to execute such Rule 144 Sales on a competitive basis. If any person required to execute an agreement under this subsection 5.31.03. has pledged, or during the applicable period pledges, any of the Company's shares of Common Stock which are covered by such agreement; such person shall cause his pledgee to also agree in writing to comply with the pledgor's agreement with the Representative. A copy of any such written agreement from the pledgee shall be promptly delivered by the pledgor to the Representative after execution thereof by the pledgee.

Covered Persons. Prior to the effective date Effective Date of the --------------- Registration Statement, the Company will cause each of its officers, directors, 5% one percent (1%) or more shareholders, and their affiliates and any other persons as shall be required by NASDAQ ("Covered Persons) to agree with the Representative in writing with a written agreement in form and substance satisfactory to the Representative and legal counsel for the Representative that, without the prior written consent of the Representative, each such Covered Person who is an officer, director, or an affiliate of an officer or director, will not sell for a period or otherwise dispose of one year after the effective date of the Registration Statement any of the Company's shares of Common Stock owned by him or it prior to such effective date. The Company and the Representative agree that Maurice Porter shall be deemed not be a Covered PersonStock. Such axxxxxxxx xxxx agreement will also provide that if a Covered Person who is an officer or director of the Company on the effective date Effective Date of the Registration Statement ceases to be an officer or director of the Company at any time during the period of one year twelve (12) months after the effective date of the Registration StatementClosing Date, then such Covered Person and the affiliates of such Covered Person will agree not to sell any of the Company's shares of Common Stock which are owned by such Covered Person and such Covered Person's affiliates prior to on the effective date Effective Date of such Registration Statement until the expiration of one year twelve (12) months after the effective date of the Registration StatementEffective Date. For purposes of this Underwriting Agreement, the term "affiliate" shall have the meaning ascribed to it in Rule 405 under of the Act. Such agreements between the Representative and the Covered Persons will also provide that any sales of shares of Common Stock of the Company by such persons during the three (3) year period after the effective date of the Registration Statement Closing Date, under Rule 144 promulgated by the SEC under the Act ("Rule 144 Sales"), will be executed only through the Representative acting as a broker or dealer. In such agreement the Representative will agree to execute such Rule 144 Sales on a competitive basis. If any person required to execute an agreement under this subsection 5.31.035.33.2. has pledged, or during the applicable period pledges, any of the Company's shares of Common Stock which are covered by such agreement; , such person shall cause his pledgee to also agree in writing to comply with the pledgor's agreement with the Representative. A copy of any such written agreement from the pledgee shall be promptly delivered by the pledgor to the Representative after execution thereof by the pledgee.

Covered Persons. Prior to the effective date of the Registration Statement, the Company will cause each of its officers, directors, 5% or more shareholders, and their affiliates ("Covered Persons) to agree in writing with the Representative that, without the prior written consent of the Representative, each such Covered Person who is an officer, director, or an affiliate of an officer or director, will not sell for a period of one year after the effective date of the Registration Statement any of the Company's shares of Common Stock owned by him or it prior to such effective date. The Company and the Representative agree that Maurice Porter shall be deemed not be a Covered Person. Such axxxxxxxx xxxxxxxxx xxxx also provide that if a Covered Person who is an officer or director of the Company on the effective date of the Registration Statement ceases to be an officer or director of the Company during the period of one year after the effective date of the Registration Statement, then such Covered Person and the affiliates of such Covered Person will agree not to sell any of the Company's shares of Common Stock owned by such Covered Person and such Covered Person's affiliates prior to the effective date of such Registration Statement until the expiration of one year after the effective date of the Registration Statement. For purposes of this Underwriting Agreement, the term "affiliate" shall have the meaning ascribed to it in Rule 405 under the Act. Such agreements between the Representative and the Covered Persons will also provide that any sales of shares of Common Stock of the Company by such persons during the three year period after the effective date of the Registration Statement under Rule 144 promulgated by the SEC under the Act ("Rule 144 Sales"), will be executed only through the Representative acting as a broker or dealer. In such agreement the Representative will agree to execute such Rule 144 Sales on a competitive basis. If any person required to execute an agreement under this subsection 5.31.03. has pledged, or during the applicable period pledges, any of the Company's shares of Common Stock which are covered by such agreement; such person shall cause his pledgee to also agree in writing to comply with the pledgor's agreement with the Representative. A copy of any such written agreement from the pledgee shall be promptly delivered by the pledgor to the Representative after execution thereof by the pledgee.

Covered Persons. Prior to the effective date Effective Date of the --------------- Registration Statement, the Company will cause each of its officers, directors, five percent (5% %) or more shareholders, and their affiliates and any other persons as shall be required by NASDAQ ("Covered Persons) to agree with the Representative in writing with a written agreement in form and substance satisfactory to the Representative and legal counsel for the Representative that, without the prior written consent of the Representative, each such Covered Person who is an officer, director, or an affiliate of an officer or director, will not sell for a period or otherwise dispose of one year after the effective date of the Registration Statement any of the Company's shares of Common Stock owned by him or it prior to such effective date. The Company and the Representative agree that Maurice Porter shall be deemed not be a Covered PersonStock. Such axxxxxxxx xxxx agreement will also provide that if a Covered Person who is an officer or director of the Company on the effective date Effective Date of the Registration Statement ceases to be an officer or director of the Company at any time during the period of one year twelve (12) months after the effective date of the Registration StatementClosing Date, then such Covered Person and the affiliates of such Covered Person will agree not to sell any of the Company's shares of Common Stock which are owned by such Covered Person and such Covered Person's affiliates prior to on the effective date Effective Date of such Registration Statement until the expiration of one year twelve (12) months after the effective date of the Registration StatementEffective Date. For purposes of this Underwriting Agreement, the term "affiliate" shall have the meaning ascribed to it in Rule 405 under of the Act. Such agreements between the Representative and the Covered Persons will also provide that any sales of shares of Common Stock of the Company by such persons during the three two (2) year period after the effective date of the Registration Statement Closing Date, under Rule 144 promulgated by the SEC under the Act ("Rule 144 Sales"), will be executed only through the Representative acting as a broker or dealer. In such agreement the Representative will agree to execute such Rule 144 Sales on a competitive basis. If any person required to execute an agreement under this subsection 5.31.035.33.2. has pledged, or during the applicable period pledges, any of the Company's shares of Common Stock which are covered by such agreement; , such person shall cause his pledgee to also agree in writing to comply with the pledgor's agreement with the Representative. A copy of any such written agreement from the pledgee shall be promptly delivered by the pledgor to the Representative after execution thereof by the pledgee.