Common use of Registration Statements and Prospectuses Clause in Contracts

Registration Statements and Prospectuses. The Trust represents to Sierra Services that all Registration Statements and Prospectuses filed by the Trust with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are in conformity with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effective, will include all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become effective, will include 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 to a purchaser of Shares. Sierra Services may, but shall not be obligated to, propose from time to time such amendment(s) to any Registration Statement and such supplement(s) to any Prospectus as, in the light of future developments, may, in the opinion of Sierra Services or its counsel, be necessary or advisable. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Registration Statements and Prospectuses. (i) The Trust represents Company will file and cause to Sierra Services that all become effective and remain effective such Registration Statements and Prospectuses filed covering the public resale by the Trust Purchaser of all Regsitrable Securities (as defined in the Registration Rights Agreement) issued pursuant to the Transaction Documents in accordance with the SEC under terms of the 1933 Act Registration Rights Agreement. Each such Registration Statement, on the date it is filed with the Commission and on the date it becomes effective, and, as amended or supplemented, at the time of any issuance or sale of any Registrable Securities in accordance with the Registration Rights Agreement and the 1940 Act with respect plan of distribution set forth in the Registration Statement, will comply as to the Shares are form, in conformity all material respects, with the requirements of the 1933 Securities Act. (ii) Each such Registration Statement, the 1940 Act and the rules and regulations as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits effective date, will include all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become effective, will include not 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 misleading; provided that this representation and warranty does not apply to a purchaser of Shares. Sierra Services may, but shall not be obligated to, propose statements in or omissions from time to time such amendment(s) the Registration Statement made in reliance upon and in conformity with information relating to any Purchaser furnished to the Company in writing by or on behalf of such Purchaser expressly for use therein, which to the Company’s knowledge are not false or misleading. (iii) Each prospectus, on the date it is filed with the Commission and as of its date, and, at the time of any issuance or sale of any Underlying Shares in accordance with the Registration Statement Rights Agreement and such supplement(sthe plan of distribution set forth in the Registration Statement, and at all times during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Underlying Shares covered thereby, will comply as to form, in all material respects, with the requirements of the Securities Act. (iv) Each prospectus and any amendment or supplement thereto, as of its date, will not contain any untrue statement of a material fact or omit to any Prospectus asstate a material fact necessary in order to make the statements therein, in the light of future developmentsthe circumstances under which they were made, may, not misleading; provided that this representation and warranty does not apply to statements in the opinion of Sierra Services or its counsel, be necessary omissions from such Prospectus or advisable. The Trust shall not file any amendment or supplement thereto made in reliance upon and in conformity with information relating to any Purchaser furnished to the Company in writing by or on behalf of such Purchaser expressly for use therein, which to the Company’s knowledge are not false or misleading. (v) Each Registration Statement or supplement to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever characterStatement, as of its effective date, will meet the Trust may deem advisable, such right being in all respects absolute and unconditionalrequirements of subsections (a)(1)(i) of Rule 415 under the Securities Act.

Registration Statements and Prospectuses. (i) The Trust represents to Sierra Services that all Registration Statements Statement is effective and Prospectuses filed by the Trust covers, and is available for use, in compliance with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are in conformity with the requirements of the 1933 Act, the 1940 Act and the rules and regulations thereunder for the offering and sale of the SEC thereunderAdditional Investment Right, the Warrant and the Common Shares (including, as applicable, any resale of the Common Shares), including, without limitation, as to the “Plan of Distribution” set forth therein. The Trust represents and warrants Company has not received any notice that the SEC has issued or intends to Sierra Services that any issue a stop-order with respect to the Registration Statement or Prospectusthat the SEC otherwise has suspended or withdrawn the effectiveness of the Registration Statement, when it becomes effectiveeither temporarily or permanently, or intends or has threatened in writing to do so. The Registration Statement meets, and the offering and sale of the Common Shares as contemplated hereby will include comply with, the requirements of Rule 415 under the Act. The Company currently meets the requirements for the use of Form S-3 under the Act with respect to the foregoing (including, without limitation, as to General Instruction I.B.6 of Form S-3, as applicable). The Company will use its commercially reasonable best efforts to maintain the effectiveness of the Registration Statement until all statements Common Shares have been sold (including, as applicable, any resale of the Common Shares). The Company will file all required to be contained therein prospectus supplements in conformity connection with the 1933 Actforegoing, all in compliance with the 1940 provisions of the Act and the rules and regulations thereunder. (ii) The Registration Statement when it became effective (and since such time has) complied, and hereafter, as amended or supplemented, shall at the time of any Tranche Notice Date, Tranche Closing Date, or sale (and, as applicable, resale) of any Common Shares, and at all times during which the Registration Statement is deemed effective under the Act and at all times during which a Prospectus is required by the Act to be delivered in connection therewith, comply, in all material respects, with the requirements of the SEC; that all statements of fact contained in Act, and did not and shall not at any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become effective, will include time 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 misleading. (iii) Each Prospectus did comply, as of its date and the date it was filed with the SEC and thereafter, and hereafter shall, at the time of any Tranche Notice Date, Tranche Closing Date, or sale (and, as applicable, resale) of any Common Shares, and at all times during which a Prospectus is required by the Act to a purchaser be delivered in connection therewith, comply, in all material respects, with the requirements of Shares. Sierra Services maythe Act, but and did not and shall not at any such time contain an untrue statement of a material fact or omit to state a material fact required to be obligated to, propose from time stated therein or necessary in order to time such amendment(s) to any Registration Statement and such supplement(s) to any Prospectus asmake the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading. (iv) The Company has not and will not, directly or indirectly, use or refer to any “free writing prospectus” (as defined in Rule 405 under the opinion of Sierra Services or its counsel, be necessary or advisableAct) except in compliance with Rules 164 and 433 under the Act. The Trust shall Company is not file any amendment to any Registration Statement or supplement to any Prospectus without giving Sierra Services reasonable notice thereof and will not be an “ineligible issuer” (as defined in advance; provided, however, that nothing contained in this Agreement shall in any way limit Rule 405 under the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditionalAct).

Registration Statements and Prospectuses. The Trust represents (a) Unless its shelf registration statement is then effective, the Company will use its best efforts to Sierra Services file within 30 calendar days after the Effective Date (or as soon as possible thereafter), to cause to become effective as soon as possible thereafter, and to remain effective until all Common Shares have been sold or are Rule 144 Eligible, a Registration Statement for the resale of all Common Shares issued or issuable hereunder (including without limitation all Warrant Shares underlying the Warrant and any Common Shares that may be issued to Investor in payment of the Commitment Fee). Each Registration Statement shall comply when it becomes effective, and, as amended or supplemented, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all Registration Statements and Prospectuses filed times during which a prospectus is required by the Trust Act to be delivered in connection with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are any sale of Common Shares, will comply, in conformity all material respects, with the requirements of the 1933 Act. (b) Each Registration Statement, the 1940 Act and the rules and regulations as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits respective effective time, will include all statements required to be contained therein in conformity with the 1933 Actnot, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectusas applicable, when the same shall become effective, will include 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 misleading. (c) Each Prospectus will comply, as of its date and the date it will be filed with the SEC, and, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Common Shares, will comply, in all material respects, with the requirements of the Act. (d) At no time during the period that begins on the date a purchaser Prospectus is filed with the SEC and ends at the time a Prospectus is no longer required by the Act to be delivered in connection with any sale of Shares. Sierra Services mayCommon Shares will any such Prospectus, but shall not be obligated toas then amended or supplemented, propose from time include an untrue statement of a material fact or omit to time such amendment(s) state a material fact necessary in order to any Registration Statement and such supplement(s) to any Prospectus asmake the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading. (e) Each Registration Statement will meet, and the offering and sale of the Common Shares as contemplated hereby will comply with, the requirements of Rule 415 under the Act. (f) The Company will not, directly or indirectly, use or refer to any “free writing prospectus” (as defined in Rule 405 under the opinion Act) except in compliance with Rules 164 and 433 under the Act. (g) The Company will not be an “ineligible issuer” (as defined in Rule 405 under the Act) as of Sierra Services or its counsel, be necessary or advisable. The Trust shall not file any amendment the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Common Shares contemplated by any Registration Statement or supplement that is filed, without taking into account any determination by the SEC pursuant to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, Rule 405 under the Act that nothing contained in this Agreement shall in any way limit it is not necessary under the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as circumstances that the Trust may deem advisable, such right being in all respects absolute and unconditionalCompany be considered an “ineligible issuer.”

Registration Statements and Prospectuses. The Trust represents (a) Company will use its best efforts to Sierra Services file within 60 calendar days after the Effective Date (or as soon as possible thereafter), cause to become effective as soon as possible thereafter, and remain effective until all Common Shares have been sold or are Rule 144 Eligible, a Registration Statement for the resale of all Common Shares issued hereunder (including without limitation all Warrant Shares underlying the Warrant and any Common Shares that may be issued to the Investor in payment of the Commitment Fee). Each Registration Statement shall comply when it becomes effective, and, as amended or supplemented, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all Registration Statements and Prospectuses filed times during which a prospectus is required by the Trust Act to be delivered in connection with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are any sale of Common Shares, will comply, in conformity all material respects, with the requirements of the 1933 Act. (b) Each Registration Statement, the 1940 Act and the rules and regulations as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits respective effective time, will include all statements required to be contained therein in conformity with the 1933 Actnot, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectusas applicable, when the same shall become effective, will include 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 misleading. (c) Each Prospectus will comply, as of its date and the date it will be filed with the SEC, and, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Common Shares, will comply, in all material respects, with the requirements of the Act. (d) At no time during the period that begins on the date a purchaser Prospectus is filed with the SEC and ends at the time a Prospectus is no longer required by the Act to be delivered in connection with any sale of Shares. Sierra Services mayCommon Shares will any such Prospectus, but shall not be obligated toas then amended or supplemented, propose from time include an untrue statement of a material fact or omit to time such amendment(s) state a material fact necessary in order to any Registration Statement and such supplement(s) to any Prospectus asmake the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading, and at no time during such period will such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the opinion light of Sierra Services the circumstances under which they were made, not misleading. (e) Each Registration Statement will meet, and the offering and sale of the Common Shares as contemplated hereby will comply with, the requirements of Rule 415 under the Act. (f) The Company will not, directly or its counselindirectly, use or refer to any “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. (g) The Company will not be necessary or advisable. The Trust shall not file any amendment an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Common Shares contemplated by any Registration Statement or supplement that is filed, without taking into account any determination by the SEC pursuant to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, Rule 405 under the Act that nothing contained in this Agreement shall in any way limit it is not necessary under the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as circumstances that the Trust may deem advisable, such right being in all respects absolute and unconditionalCompany be considered an “ineligible issuer.”

Registration Statements and Prospectuses. (i) The Trust represents to Sierra Services that Registration Statement complies, and at all Registration Statements and Prospectuses filed times during which a prospectus is required by the Trust Act to be delivered in connection with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are any sale of Preferred Stock or Warrant Shares, will comply, in conformity all material respects, with the requirements of the 1933 Act. (ii) The Registration Statement, the 1940 Act and the rules and regulations as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectusits effective time, when it becomes effective, will include all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become effective, will include did not 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 misleading. (iii) Each prospectus (within the meaning of the Act) related to the sale or offering of any Common Shares (“Prospectus”) will comply, as of its date and the date it will be filed with the SEC, and, at the time of the Preferred Stock Closing Date, or issuance of any Warrant Shares, and at all times during which a purchaser prospectus is required by the Act to be delivered in connection with any issuance of Warrant Shares. Sierra Services may, but shall not will comply, in all material respects, with the requirements of the Act. (iv) At no time during the period that begins on the date a Prospectus is filed with the SEC and ends at the time a prospectus is no longer required by the Act to be obligated todelivered in connection with any sale of Common Shares did or will any such Prospectus, propose from time as then amended or supplemented, include an untrue statement of a material fact or omit to time such amendment(s) state a material fact necessary in order to any Registration Statement and such supplement(s) to any Prospectus asmake the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading, and at no time during such period will such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the opinion light of Sierra Services the circumstances under which they were made, not misleading. (v) The Company has not, directly or its counselindirectly, be necessary used or advisable. The Trust shall not file any amendment referred to any Registration Statement or supplement “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. (vi) The Company is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to offering of the Common Shares contemplated by any Registration Statement and supplement(s) Statement, without taking into account any determination by the SEC pursuant to any Prospectus, of whatever character, as Rule 405 under the Trust may deem advisable, such right being in all respects absolute and unconditionalAct that it is not necessary under the circumstances that the Company be considered an “ineligible issuer”.

Registration Statements and Prospectuses. Company hereby represents and warrants to, and as applicable covenants with, Purchaser as follows: 1. The Trust represents to Sierra Services that all Registration Statements offer and Prospectuses filed by the Trust with the SEC under the 1933 Act and the 1940 Act with respect to sale of the Shares are being made pursuant to the Registration Statement. Company will use its best efforts to file and cause to become effective any required post-effective amendment or prospectus supplement on or prior to the Announcement Date. Company will use its best efforts to cause the Registration Statement to remain effective for at least 90 days after the last Notice Date. 2. The Registration Statement complied when it became effective, and, as amended or supplemented, at the time of any Closing, or issuance of any Shares, and at all times during which a prospectus is required by the Act to be delivered in conformity connection with any sale of Shares, will comply, in all material respects, with the requirements of the 1933 Act. 3. Each Registration Statement, the 1940 Act Prospectus and the rules and regulations Prospectus Supplement, as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits respective effective time, will include all statements required to be contained therein in conformity with the 1933 Actnot, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectusas applicable, when the same shall become effective, will include 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 misleading. 4. Each Prospectus will comply, as of its date and the date filed with the Commission, and at the time of any Closing, or issuance of any Shares, and at all times during which a prospectus is required by the Act to a purchaser be delivered in connection with any sale of Shares, will comply, in all material respects, with the requirements of the Act. 5. Sierra Services mayAt no time during the period that begins on the date a Prospectus is filed with the Commission and ends at the time a Prospectus is no longer required by the Act to be delivered in connection with any sale of Shares will any such Prospectus, but shall not be obligated toas then amended or supplemented, propose from time include an untrue statement of a material fact or omit to time such amendment(s) state a material fact necessary in order to any Registration Statement and such supplement(s) to any Prospectus asmake the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading, and at no time during such period will such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the opinion light of Sierra Services the circumstances under which they were made, not misleading. 6. Each Registration Statement will meet, and the offering and sale of the Shares as contemplated hereby will comply with, the requirements of Rule 415 under the Act. 7. Company will not, directly or its counselindirectly, use or refer to any “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. 8. Company will not be necessary or advisable. The Trust shall not file any amendment an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Shares contemplated by any Registration Statement or supplement that is filed, without taking into account any determination by the Commission pursuant to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, Rule 405 under the Act that nothing contained in this Agreement shall in any way limit it is not necessary under the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditionalcircumstances that Company be considered an “ineligible issuer.”

Registration Statements and Prospectuses. (a) The Trust represents Company will use its best efforts to Sierra Services file within 30 (thirty) calendar days after the Effective Date (or as soon as possible thereafter), to cause to become effective as soon as possible thereafter, and to remain effective until all Common Shares have been sold or are Rule 144 Eligible, a Registration Statement for the resale of all Common Shares issued or issuable hereunder (including without limitation all Warrant Shares underlying the Warrant and any Common Shares that may be issued to Investor in payment of the Commitment Fee). Each Registration Statement shall comply when it becomes effective, and, as amended or supplemented, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all Registration Statements and Prospectuses filed times during which a prospectus is required by the Trust Act to be delivered in connection with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are any sale of Common Shares, will comply, in conformity all material respects, with the requirements of the 1933 Act. (b) Each Registration Statement, the 1940 Act and the rules and regulations as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits respective effective time, will include all statements required to be contained therein in conformity with the 1933 Actnot, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectusas applicable, when the same shall become effective, will include 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 misleading. (c) Each Prospectus will comply, as of its date and the date it will be filed with the SEC, and, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Common Shares, will comply, in all material respects, with the requirements of the Act. (d) At no time during the period that begins on the date a purchaser Prospectus is filed with the SEC and ends at the time a Prospectus is no longer required by the Act to be delivered in connection with any sale of Shares. Sierra Services mayCommon Shares will any such Prospectus, but shall not be obligated toas then amended or supplemented, propose from time include an untrue statement of a material fact or omit to time such amendment(s) state a material fact necessary in order to any Registration Statement and such supplement(s) to any Prospectus asmake the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading. (e) Each Registration Statement will meet, and the offering and sale of the Common Shares as contemplated hereby will comply with, the requirements of Rule 415 under the Act. (f) The Company will not, directly or indirectly, use or refer to any “free writing prospectus” (as defined in Rule 405 under the opinion Act) except in compliance with Rules 164 and 433 under the Act. (g) The Company will not be an “ineligible issuer” (as defined in Rule 405 under the Act) as of Sierra Services or its counsel, be necessary or advisable. The Trust shall not file any amendment the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Common Shares contemplated by any Registration Statement or supplement that is filed, without taking into account any determination by the SEC pursuant to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, Rule 405 under the Act that nothing contained in this Agreement shall in any way limit it is not necessary under the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as circumstances that the Trust may deem advisable, such right being in all respects absolute and unconditionalCompany be considered an “ineligible issuer.”

Registration Statements and Prospectuses. (i) The Trust represents Company will file and cause to Sierra Services that all become effective and remain effective such Registration Statements and Prospectuses filed covering the public resale by the Trust Investor of all Common Shares issued pursuant to the Transaction Documents in accordance with the terms of the Registration Rights Agreement. Each such Registration Statement, on the date it is filed with the SEC under and on the 1933 Act and date it becomes effective, and, as amended or supplemented, at the 1940 Act with respect time of any issuance or sale of any Common Shares, will comply as to the Shares are form, in conformity all material respects, with the requirements of the 1933 Act. (ii) Each such Registration Statement, the 1940 Act and the rules and regulations as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits effective date, will include all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become effective, will include not 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 misleading; provided that this representation and warranty does not apply to a purchaser of Shares. Sierra Services may, but shall not be obligated to, propose statements in or omissions from time to time such amendment(s) to any the Registration Statement made in reliance upon and such supplement(sin conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein, which to the Company’s knowledge are not false or misleading. (iii) Each Prospectus, on the date it is filed with the SEC and as of its date, and, at the time of any issuance or sale of any Common Shares, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Common Shares covered thereby, will comply as to form, in all material respects, with the requirements of the Act. (iv) Each Prospectus asand any amendment or supplement thereto, as of its date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of future developmentsthe circumstances under which they were made, may, not misleading; provided that this representation and warranty does not apply to statements in the opinion of Sierra Services or its counsel, be necessary omissions from such Prospectus or advisable. The Trust shall not file any amendment to any Registration Statement or supplement thereto made in reliance upon and in conformity with information relating to any Prospectus without giving Sierra Services reasonable notice thereof the Investor furnished to the Company in advance; providedwriting by or on behalf of the Investor expressly for use therein, however, that nothing contained in this Agreement shall in any way limit which to the Trust's right to file at any time such amendment(sCompany’s knowledge are not false or misleading. (v) to any Each Registration Statement and supplement(s) to any Prospectus, of whatever characterStatement, as of its effective date, will meet the Trust may deem advisable, such right being in all respects absolute and unconditionalrequirements of subsections (a)(1)(i) of Rule 415 under the Act.

Registration Statements and Prospectuses. (i) The Trust represents to Sierra Services that all Registration Statements and Prospectuses filed by resale of the Trust Borrowed Shares has been registered with the SEC under pursuant to a valid and effective Registration Statement (File No. 333-168085) (the 1933 Act “Borrowed Shares Registration Statement”), are freely tradable, and may be resold by Investor without restriction. The Company shall keep effective the 1940 Act with respect to Borrowed Shares Registration Statement. (ii) Each Registration Statement (including, without limitation, the Shares are Prospectus for the Borrowed Shares), and each Prospectus (including, without limitation, the Prospectus for the Borrowed Shares) complied, in conformity all material respects, with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effective, will include all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when Each such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become effectiveas of its respective effective time, will include did not 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 to a purchaser of Shares. Sierra Services may, but shall not be obligated to, propose from misleading. (iii) At no time to time such amendment(s) to any Registration Statement and such supplement(s) to during the period that begins on the date that any Prospectus as(including, without limitation, the Prospectus for the Borrowed Shares) was filed with the SEC and ends at the time any such Prospectus is no longer required by the Act to be delivered in connection with any sale of the Common Shares (including, without limitation, the Prospectus for the Borrowed Shares) did or will such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading, and at no time during such period will such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the opinion light of Sierra Services the circumstances under which they were made, not misleading. (iv) Each Registration Statement (including, without limitation, the Prospectus for the Borrowed Shares) met, and will comply with, the requirements of Rule 415 under the Act. (v) The Company has not, directly or its counselindirectly, be necessary used or advisable. The Trust shall not file any amendment referred to any Registration Statement or supplement “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. (vi) The Company is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to offering of the Common Shares contemplated by any Registration Statement and supplement(s) Statement, without taking into account any determination by the SEC pursuant to any Prospectus, of whatever character, as Rule 405 under the Trust may deem advisable, such right being in all respects absolute and unconditionalAct that it is not necessary under the circumstances that the Company be considered an “ineligible issuer.”

Registration Statements and Prospectuses. (i) The Trust represents Company will file and cause to Sierra Services that all become effective and remain effective such Registration Statements and Prospectuses filed covering the public resale by the Trust Purchasers of all Registrable Securities (as defined in the Registration Rights Agreement) in accordance with the SEC under terms of the 1933 Act Registration Rights Agreement. Each such Registration Statement, on the date it is filed with the Commission and on the date it becomes effective, and, as amended or supplemented, at the time of any issuance or sale of any Registrable Securities in accordance with the Registration Rights Agreement and the 1940 Act with respect plan of distribution set forth in the Registration Statement, will comply as to the Shares are form, in conformity all material respects, with the requirements of the 1933 Securities Act. (ii) Each such Registration Statement, the 1940 Act and the rules and regulations as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits effective date, will include all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become effective, will include not 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 misleading; provided that this representation and warranty does not apply to a purchaser of Shares. Sierra Services may, but shall not be obligated to, propose statements in or omissions from time to time such amendment(s) the Registration Statement made in reliance upon and in conformity with information relating to any Purchaser furnished to the Company in writing by or on behalf of such Purchaser expressly for use therein, which to the Company’s knowledge are not false or misleading. (iii) Each prospectus, on the date it is filed with the Commission and as of its date, and, at the time of any issuance or sale of any Underlying Shares in accordance with the Registration Statement Rights Agreement and such supplement(sthe plan of distribution set forth in the Registration Statement, and at all times during which a prospectus is required by the Securities Act to be delivered in connection with any sale of Underlying Shares covered thereby, will comply as to form, in all material respects, with the requirements of the Securities Act. (iv) Each prospectus and any amendment or supplement thereto, as of its date, will not contain any untrue statement of a material fact or omit to any Prospectus asstate a material fact necessary in order to make the statements therein, in the light of future developmentsthe circumstances under which they were made, may, not misleading; provided that this representation and warranty does not apply to statements in the opinion of Sierra Services or its counsel, be necessary omissions from such Prospectus or advisable. The Trust shall not file any amendment or supplement thereto made in reliance upon and in conformity with information relating to any Purchaser furnished to the Company in writing by or on behalf of such Purchaser expressly for use therein, which to the Company’s knowledge are not false or misleading. (v) Each Registration Statement or supplement to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever characterStatement, as of its effective date, will meet the Trust may deem advisable, such right being in all respects absolute and unconditionalrequirements of subsections (a)(1)(i) of Rule 415 under the Securities Act.

Registration Statements and Prospectuses. (a) The Trust represents Company will use its best efforts to Sierra Services that cause to become effective as soon as reasonably possible and to remain effective until all Common Shares have been sold or are Rule 144 Eligible, one or more Registration Statements covering the issuance of all Common Shares issued or issuable hereunder (including without limitation all Warrant Shares underlying the Warrant, all Investment Shares underlying the Additional Investment, and Prospectuses filed all Commitment Fee Shares that may be issued or issuable to Investor in payment of the Commitment Fee). Each Registration Statement shall comply when it becomes effective, and, as amended or supplemented, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all times during which a Prospectus is required by the Trust Act to be delivered in connection with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are any sale of Common Shares, will comply, in conformity all material respects, with the requirements of the 1933 Act. (b) Each Registration Statement, the 1940 Act and the rules and regulations as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits respective effective time, will include all statements required to be contained therein in conformity with the 1933 Actnot, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectusas applicable, when the same shall become effective, will include 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 misleading. (c) Each Prospectus will comply, as of its date and the date it will be filed with the SEC, and, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all times during which a Prospectus is required by the Act to a purchaser be delivered in connection with any sale of Common Shares. Sierra Services may, but shall not be obligated towill, propose from time to time such amendment(s) subject to any Registration Statement required updating thereof as contemplated by Section 5.11, comply, in all material respects, with the requirements of the Act. (d) At no time during the period that begins on the date a Prospectus is filed with the SEC and ends at the time a Prospectus is no longer required by the Act to be delivered in connection with any sale of Common Shares will any such supplement(s) Prospectus, as then amended or supplemented, and subject to any Prospectus asrequired updating thereof as contemplated by Section 5.11, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading. (e) Each Registration Statement will meet, and the offering and sale of the Common Shares as contemplated hereby will comply with, the requirements of Rule 415 under the Act. (f) The Company will not, directly or indirectly, use or refer to any “free writing prospectus” (as defined in Rule 405 under the opinion Act) except in compliance with Rules 164 and 433 under the Act. (g) The Company will not be an “ineligible issuer” (as defined in Rule 405 under the Act) as of Sierra Services or its counsel, be necessary or advisable. The Trust shall not file any amendment the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Common Shares contemplated by any Registration Statement or supplement that is filed, without taking into account any determination by the SEC pursuant to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, Rule 405 under the Act that nothing contained in this Agreement shall in any way limit it is not necessary under the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as circumstances that the Trust may deem advisable, such right being in all respects absolute and unconditionalCompany be considered an “ineligible issuer.”

Registration Statements and Prospectuses. (a) The Trust represents Company will use its best efforts to Sierra Services file within 30 (thirty) calendar days after the Effective Date (or as soon as possible thereafter), to cause to become effective as soon as possible thereafter, and to remain effective until all Common Shares have been sold or are Rule 144 Eligible, a Registration Statement for the resale of all Common Shares issued or issuable hereunder (including without limitation all Warrant Shares underlying the Warrant and any Common Shares that may be issued to Investor in payment of the Commitment Fee). Each Registration Statement shall comply when it becomes effective, and, as amended or supplemented, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all Registration Statements and Prospectuses filed times during which a prospectus is required by the Trust Act to be delivered in connection with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are any sale of Common Shares, will comply, in conformity all material respects, with the requirements of the 1933 Act. (b) Each Registration Statement, the 1940 Act and the rules and regulations as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits respective effective time, will include all statements required to be contained therein in conformity with the 1933 Actnot, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectusas applicable, when the same shall become effective, will include 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 misleading. (c) Each Prospectus will comply, as of its date and the date it will be filed with the SEC, and, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Common Shares, will comply, in all material respects, with the requirements of the Act. (d) At no time during the period that begins on the date a purchaser Prospectus is filed with the SEC and ends at the time a Prospectus is no longer required by the Act to be delivered in connection with any sale of Shares. Sierra Services mayCommon Shares will any such Prospectus, but shall not be obligated toas then amended or supplemented, propose from time include an untrue statement of a material fact or omit to time such amendment(s) state a material fact necessary in order to any Registration Statement and such supplement(s) to any Prospectus asmake the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading. (e) Each Registration Statement will meet, and the offering and sale of the Common Shares as contemplated hereby will comply with, the requirements of Rule 415 under the Act. (f) The Company will not, directly or indirectly, use or refer to any “free writing prospectus” (as defined in Rule 405 under the opinion Act) except in compliance with Rules 164 and 433 under the Act. (g) The Company will be an “ineligible issuer” (as defined in Rule 405 under the Act) as of Sierra Services or its counsel, be necessary or advisable. The Trust shall not file any amendment the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to the offering of the Common Shares contemplated by any Registration Statement or supplement to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditionalis filed.

Registration Statements and Prospectuses. The Trust represents (i) Company may, in its sole discretion, elect to Sierra Services that file a Registration Statement for the sale of all Common Shares. If so filed, such Registration Statements Statement shall comply when it becomes effective, and, as amended or supplemented at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and Prospectuses filed at all times during which a prospectus is required by the Trust Act to be delivered in connection with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are any sale of Common Shares, will comply, in conformity all material respects, with the requirements of the 1933 Act. (ii) Each Registration Statement, the 1940 Act and the rules and regulations if any, as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits respective effective time, will include all statements required to be contained therein in conformity with the 1933 Actnot, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectusas applicable, when the same shall become effective, will include 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 misleading. (iii) Each Prospectus, if any, will comply, as of its date and the date it will be filed with the SEC, and, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Common Shares, and at all times during which a prospectus is required by the Act to a purchaser be delivered in connection with any sale of Common Shares. Sierra Services may, but shall not be obligated towill comply, propose from in all material respects, with the requirements of the Act. (iv) At no time to time such amendment(s) to any Registration Statement and such supplement(s) to during the period that begins on the date any Prospectus asis filed with the SEC and ends at the time a prospectus is no longer required by the Act to be delivered in connection with any sale of Common Shares did or will any such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading, and at no time during such period will such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the opinion light of Sierra Services the circumstances under which they were made, not misleading. (v) Each Registration Statement, if any, will meet, and the offering and sale of the Common Shares as contemplated hereby complies with, and will comply with, the requirements of Rule 415 under the Act. (vi) The Company has not, directly or its counselindirectly, be necessary used or advisable. The Trust shall not file any amendment referred to any Registration Statement or supplement “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. (vii) The Company is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to offering of the Common Shares contemplated by any Registration Statement and supplement(s) Statement, without taking into account any determination by the SEC pursuant to any Prospectus, of whatever character, as Rule 405 under the Trust may deem advisable, such right being in all respects absolute and unconditionalAct that it is not necessary under the circumstances that the Company be considered an “ineligible issuer.”

Registration Statements and Prospectuses. The Trust represents to Sierra Services that all Registration Statements and Prospectuses filed by the Trust with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are in conformity with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effective, will include all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become 6 effective, will include 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 to a purchaser of Shares. Sierra Services may, but shall not be obligated to, propose from time to time such amendment(s) to any Registration Statement and such supplement(s) to any Prospectus as, in the light of future developments, may, in the opinion of Sierra Services or its counsel, be necessary or advisable. The Trust shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditional.

Registration Statements and Prospectuses. (i) The Trust represents to Sierra Services that all Registration Statements and Prospectuses filed by resale of the Trust Borrowed Shares has been registered with the SEC under pursuant to a valid and effective Registration Statement (File No. 333-157696) (the 1933 Act “Borrowed Shares Registration Statement”), are freely tradable, and may be resold by Investor without restriction. The Company shall keep effective the 1940 Act with respect to Borrowed Shares Registration Statement. (ii) Each Registration Statement (including, without limitation, the Shares are Prospectus for the Borrowed Shares), and each Prospectus (including, without limitation, the Prospectus for the Borrowed Shares) complied, in conformity all material respects, with the requirements of the 1933 Act, the 1940 Act and the rules and regulations of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effective, will include all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when Each such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become effectiveas of its respective effective time, will include did not 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 to a purchaser of Shares. Sierra Services may, but shall not be obligated to, propose from misleading. (iii) At no time to time such amendment(s) to any Registration Statement and such supplement(s) to during the period that begins on the date that any Prospectus as(including, without limitation, the Prospectus for the Borrowed Shares) was filed with the SEC and ends at the time any such Prospectus is no longer required by the Act to be delivered in connection with any sale of the Common Shares (including, without limitation, the Prospectus for the Borrowed Shares) did or will such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading, and at no time during such period will such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the opinion light of Sierra Services the circumstances under which they were made, not misleading. (iv) Each Registration Statement (including, without limitation, the Prospectus for the Borrowed Shares) met, and will comply with, the requirements of Rule 415 under the Act. (v) The Company has not, directly or its counselindirectly, be necessary used or advisable. The Trust shall not file any amendment referred to any Registration Statement or supplement “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. (vi) The Company is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to offering of the Common Shares contemplated by any Registration Statement and supplement(s) Statement, without taking into account any determination by the SEC pursuant to any Prospectus, of whatever character, as Rule 405 under the Trust may deem advisable, such right being in all respects absolute and unconditionalAct that it is not necessary under the circumstances that the Company be considered an “ineligible issuer.”

Registration Statements and Prospectuses. The Trust represents April 2013 Registration Statement has been declared effective by the Commission. The June 2013 Registration Statement is an “automatic shelf registration statement” as defined under Rule 405 of the Securities Act that has been filed with the Commission not earlier than three years prior to Sierra Services the date hereof; and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has been received by the Company. No order suspending the effectiveness of either of the Registration Statements has been issued by the Commission, and no proceeding for that all purpose or pursuant to Section 8A of the Securities Act against the Company or related to the offering of the Shares has been initiated or to the knowledge of the Company threatened by the Commission; as of the applicable effective date of each such Registration Statement and any post-effective amendment thereto, each of the Registration Statements and Prospectuses filed by the Trust any such post-effective amendment complied and will comply in all material respects with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are in conformity with the requirements of the 1933 Securities Act, the 1940 Act and the rules did not and regulations of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effective, will include all statements required to be contained therein in conformity with the 1933 Act, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectus, when the same shall become effective, will include not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading misleading; and as of the date of the Prospectuses and any amendment or supplement thereto and as of the Closing Date and as of the Additional Closing Date, as the case may be, the Prospectuses complied and will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a purchaser of Shares. Sierra Services may, but shall not be obligated to, propose from time material fact necessary in order to time such amendment(s) to any Registration Statement and such supplement(s) to any Prospectus asmake the statements therein, in the light of future developmentsthe circumstances under which they were made, may, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the opinion of Sierra Services or its counsel, be necessary or advisable. The Trust shall not file Registration Statements and the Prospectuses and any amendment to any Registration Statement or supplement to thereto, it being understood and agreed that the only such information furnished by any Prospectus without giving Sierra Services reasonable notice thereof Underwriter consists of the information described as such in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(sSection 7(b) to any Registration Statement and supplement(s) to any Prospectus, of whatever character, as the Trust may deem advisable, such right being in all respects absolute and unconditionalhereof.

Registration Statements and Prospectuses. The Trust represents (i) Company will use commercially reasonable efforts to Sierra Services that file within 45 calendar days after each Tranche Closing Date (or as soon as possible thereafter), cause to become effective as soon as possible thereafter, and remain effective until all Warrant Shares have been sold or are Rule 144 Eligible, a Registration Statements Statement for the sale of the Warrant Shares underlying the Warrants issued to Investor on such Tranche Closing Date. Each Registration Statement shall comply when it becomes effective, and, as amended or supplemented, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Warrant Shares, and Prospectuses filed at all times during which a prospectus is required by the Trust Act to be delivered in connection with the SEC under the 1933 Act and the 1940 Act with respect to the Shares are any sale of Warrant Shares, will comply, in conformity all material respects, with the requirements of the 1933 Act. (ii) Each Registration Statement, the 1940 Act and the rules and regulations as of the SEC thereunder. The Trust represents and warrants to Sierra Services that any Registration Statement or Prospectus, when it becomes effectiveits respective effective time, will include all statements required to be contained therein in conformity with the 1933 Actnot, the 1940 Act and the rules and regulations of the SEC; that all statements of fact contained in any Registration Statement or Prospectus will be true and correct when such Registration Statement or Prospectus becomes effective; and that no Registration Statement nor any Prospectusas applicable, when the same shall become effective, will include 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 misleading. (iii) Each Prospectus will comply, as of its date and the date it will be filed with the SEC, and, at the time of any Tranche Notice Date, Tranche Closing Date, or issuance of any Warrant Shares, and at all times during which a prospectus is required by the Act to be delivered in connection with any sale of Warrant Shares, will comply, in all material respects, with the requirements of the Act. (iv) At no time during the period that begins on the date a purchaser Prospectus is filed with the SEC and ends at the time a prospectus is no longer required by the Act to be delivered in connection with any sale of Shares. Sierra Services mayWarrant Shares did or will any such Prospectus, but shall not be obligated toas then amended or supplemented, propose from time include an untrue statement of a material fact or omit to time such amendment(s) state a material fact necessary in order to any Registration Statement and such supplement(s) to any Prospectus asmake the statements therein, in the light of future developmentsthe circumstances under which they were made, maynot misleading, and at no time during such period will such Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the opinion light of Sierra Services the circumstances under which they were made, not misleading. (v) Each Registration Statement will meet, and the offering and sale of the Warrant Shares as contemplated hereby complies with, and will comply with, the requirements of Rule 415(a)(1)(i) under the Act. (vi) The Company has not, directly or its counselindirectly, be necessary used or advisable. The Trust shall not file any amendment referred to any Registration Statement or supplement “free writing prospectus” (as defined in Rule 405 under the Act) except in compliance with Rules 164 and 433 under the Act. (vii) The Company is not an “ineligible issuer” (as defined in Rule 405 under the Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Act with respect to any Prospectus without giving Sierra Services reasonable notice thereof in advance; provided, however, that nothing contained in this Agreement shall in any way limit the Trust's right to file at any time such amendment(s) to offering of the Warrant Shares contemplated by any Registration Statement and supplement(s) Statement, without taking into account any determination by the SEC pursuant to any Prospectus, of whatever character, as Rule 405 under the Trust may deem advisable, such right being in all respects absolute and unconditionalAct that it is not necessary under the circumstances that the Company be considered an “ineligible issuer.”