Common use of Representations and Warranties of the Company and Selling Stockholders Clause in Contracts

Representations and Warranties of the Company and Selling Stockholders. (a) The Company represents and warrants to each of the Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333- _______) with respect to the Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Rules and Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and has been filed with the Commission. Copies of such registration statement, including any amendments thereto, the preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, as amended at the time it became effective together with any registration statement filed by the Company pursuant to Rule 462(b) of the Act, herein referred to as the "Registration Statement," which shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective under the Act and no post-effective amendment to the Registration Statement has been filed as of the date of this Agreement. "Prospectus" means the form of prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is herein referred to as a "Preliminary Prospectus." Any reference herein to the Registration Statement, any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriters.

Representations and Warranties of the Company and Selling Stockholders. (a) The Company represents and warrants to each of the Management Selling Stockholders jointly and severally represent and warrant to, and agree with, each of the several Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333- that: __________________________________ (1) Plus an option to purchase up to 270,000 additional shares to cover over-allotments, if any. 2 (i) registration statement on Form SB-2 (File No. 333-22583) with respect to the Shares Securities, including a prospectus subject to completion, has been prepared filed by the Company in conformity with the requirements of Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and one or more amendments to such registration statement may have been so filed. After the execution of this Agreement, the Company will file with the Commission either (A) if such registration statement, as it may have been amended, has been declared by the Commission to be effective under the Act, either (1) if the Company relies on Rule 434 under the Act, a Term Sheet (as hereinafter defined) relating to the Securities, that shall identify the Preliminary Prospectus (as hereinafter defined) that it supplements containing such information as is required or permitted by Rules 434, 430A and Regulations 424(b) under the Act or (2) if the "Rules Company does not rely on Rule 434 under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 424(b) under the Act, and Regulations"in the case of either clause (A)(1) or (A)(2) of this sentence, as have been provided to and approved by the Securities and Exchange Representative prior to the execution of this Agreement, or (B) if such registration statement, as it may have been amended, has not been declared by the Commission (to be effective under the "Commission") thereunder and has been filed with the Commission. Copies of Act, an amendment to such registration statement, including any amendments theretoa form of prospectus, a copy of which amendment has been furnished to and approved by the Representative prior to the execution of this Agreement. The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Act for the purpose of registering certain additional Securities, which registration statement shall be effective upon filing with the Commission. As used in this Agreement, the preliminary prospectuses (meeting term "Original Registration Statement" means the requirements of registration statement initially filed relating to the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statementSecurities, as amended at the time when it became effective together with was or is declared effective, including all financial schedules and exhibits thereto and including any information omitted therefrom pursuant to Rule 430A under the Act and included in the Prospectus (as hereinafter defined); the term "Rule 462(b) Registration Statement" means any registration statement filed by with the Company Commission pursuant to Rule 462(b) of under the Act (including the Registration Statement and any Preliminary Prospectus or Prospectus incorporated therein at the time such Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with such registration statement or any amendment thereto (including the prospectus subject to completion, if any, included in the Registration Statement or any amendment thereto at the time it was or is declared effective); the term "Prospectus" means: (x) if the Company relies on Rule 434 under the Act, herein referred the Term Sheet relating to as the "Registration Statement," which shall be deemed Securities that is first filed pursuant to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective 424(b)(7) under the Act and no post-effective amendment to Act, together with the Registration Statement has been filed as of Preliminary Prospectus identified therein that such Term Sheet supplements; (y) if the date of this Agreement. "Prospectus" means Company does not rely on Rule 434 under the form of Act, the prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary ) under the Act; or (z) if the Company does not rely on Rule 434 under the Act and if no prospectus is required to be filed pursuant to Rule 424(b) under the Act, the prospectus included in the Registration Statement prior to Statement; and the time it becomes effective is herein referred to as a term "Preliminary Prospectus.Term Sheet" means any term sheet that satisfies the requirements of Rule 434 under the Act. Any reference herein to the Registration Statement, any Preliminary "date" of a Prospectus or to the Prospectus that includes a Term Sheet shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after mean the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriterssuch Term Sheet.

Representations and Warranties of the Company and Selling Stockholders. (a) The Company represents and warrants to each of the Management Selling Stockholders jointly and severally represent and warrant to, and agree with, each of the several Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333- that: __________________________________ (1) Plus an option to purchase up to 150,000 additional shares to cover over-allotments, if any. 2 (i) registration statement on Form SB-2 (File No. 333-22583) with respect to the Shares Securities, including a prospectus subject to completion, has been prepared filed by the Company in conformity with the requirements of Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and one or more amendments to such registration statement may have been so filed. After the execution of this Agreement, the Company will file with the Commission either (A) if such registration statement, as it may have been amended, has been declared by the Commission to be effective under the Act, either (1) if the Company relies on Rule 434 under the Act, a Term Sheet (as hereinafter defined) relating to the Securities, that shall identify the Preliminary Prospectus (as hereinafter defined) that it supplements containing such information as is required or permitted by Rules 434, 430A and Regulations 424(b) under the Act or (2) if the "Rules Company does not rely on Rule 434 under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 424(b) under the Act, and Regulations"in the case of either clause (A)(1) or (A)(2) of this sentence, as have been provided to and approved by the Securities and Exchange Representative prior to the execution of this Agreement, or (B) if such registration statement, as it may have been amended, has not been declared by the Commission (to be effective under the "Commission") thereunder and has been filed with the Commission. Copies of Act, an amendment to such registration statement, including any amendments theretoa form of prospectus, a copy of which amendment has been furnished to and approved by the Representative prior to the execution of this Agreement. The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Act for the purpose of registering certain additional Securities, which registration statement shall be effective upon filing with the Commission. As used in this Agreement, the preliminary prospectuses (meeting term "Original Registration Statement" means the requirements of registration statement initially filed relating to the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statementSecurities, as amended at the time when it became effective together with was or is declared effective, including all financial schedules and exhibits thereto and including any information omitted therefrom pursuant to Rule 430A under the Act and included in the Prospectus (as hereinafter defined); the term "Rule 462(b) Registration Statement" means any registration statement filed by with the Company Commission pursuant to Rule 462(b) of under the Act (including the Registration Statement and any Preliminary Prospectus or Prospectus incorporated therein at the time such Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with such registration statement or any amendment thereto (including the prospectus subject to completion, if any, included in the Registration Statement or any amendment thereto at the time it was or is declared effective); the term "Prospectus" means: (x) if the Company relies on Rule 434 under the Act, herein referred the Term Sheet relating to as the "Registration Statement," which shall be deemed Securities that is first filed pursuant to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective 424(b)(7) under the Act and no post-effective amendment to Act, together with the Registration Statement has been filed as of Preliminary Prospectus identified therein that such Term Sheet supplements; (y) if the date of this Agreement. "Prospectus" means Company does not rely on Rule 434 under the form of Act, the prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary ) under the Act; or (z) if the Company does not rely on Rule 434 under the Act and if no prospectus is required to be filed pursuant to Rule 424(b) under the Act, the prospectus included in the Registration Statement prior to Statement; and the time it becomes effective is herein referred to as a term "Preliminary Prospectus.Term Sheet" means any term sheet that satisfies the requirements of Rule 434 under the Act. Any reference herein to the Registration Statement, any Preliminary "date" of a Prospectus or to the Prospectus that includes a Term Sheet shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after mean the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriterssuch Term Sheet.

Representations and Warranties of the Company and Selling Stockholders. (a) The Company represents and warrants to each of the Management Selling Stockholders jointly and severally represent and warrant to, and agree with, each of the several Underwriters as follows: (i) A registration statement on Form S-1 (File No. 333- that: __________________________________ (1) Plus an option to purchase up to 90,000 additional shares to cover over-allotments, if any. 2 (i) registration statement on Form SB-2 (File No. 333-22583) with respect to the Shares Securities, including a prospectus subject to completion, has been prepared filed by the Company in conformity with the requirements of Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Act"), and one or more amendments to such registration statement may have been so filed. After the execution of this Agreement, the Company will file with the Commission either (A) if such registration statement, as it may have been amended, has been declared by the Commission to be effective under the Act, either (1) if the Company relies on Rule 434 under the Act, a Term Sheet (as hereinafter defined) relating to the Securities, that shall identify the Preliminary Prospectus (as hereinafter defined) that it supplements containing such information as is required or permitted by Rules 434, 430A and Regulations 424(b) under the Act or (2) if the "Rules Company does not rely on Rule 434 under the Act, a prospectus in the form most recently included in an amendment to such registration statement (or, if no such amendment shall have been filed, in such registration statement), with such changes or insertions as are required by Rule 430A under the Act or permitted by Rule 424(b) under the Act, and Regulations"in the case of either clause (A)(1) or (A)(2) of this sentence, as have been provided to and approved by the Securities and Exchange Representative prior to the execution of this Agreement, or (B) if such registration statement, as it may have been amended, has not been declared by the Commission (to be effective under the "Commission") thereunder and has been filed with the Commission. Copies of Act, an amendment to such registration statement, including any amendments theretoa form of prospectus, a copy of which amendment has been furnished to and approved by the Representative prior to the execution of this Agreement. The Company may also file a related registration statement with the Commission pursuant to Rule 462(b) under the Act for the purpose of registering certain additional Securities, which registration statement shall be effective upon filing with the Commission. As used in this Agreement, the preliminary prospectuses (meeting term "Original Registration Statement" means the requirements of registration statement initially filed relating to the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statementSecurities, as amended at the time when it became effective together with was or is declared effective, including all financial schedules and exhibits thereto and including any information omitted therefrom pursuant to Rule 430A under the Act and included in the Prospectus (as hereinafter defined); the term "Rule 462(b) Registration Statement" means any registration statement filed by with the Company Commission pursuant to Rule 462(b) of under the Act (including the Registration Statement and any Preliminary Prospectus or Prospectus incorporated therein at the time such Registration Statement becomes effective); the term "Registration Statement" includes both the Original Registration Statement and any Rule 462(b) Registration Statement; the term "Preliminary Prospectus" means each prospectus subject to completion filed with such registration statement or any amendment thereto (including the prospectus subject to completion, if any, included in the Registration Statement or any amendment thereto at the time it was or is declared effective); the term "Prospectus" means: (x) if the Company relies on Rule 434 under the Act, herein referred the Term Sheet relating to as the "Registration Statement," which shall be deemed Securities that is first filed pursuant to include all information omitted therefrom in reliance upon Rule 430A and contained in the Prospectus referred to below, has become effective 424(b)(7) under the Act and no post-effective amendment to Act, together with the Registration Statement has been filed as of Preliminary Prospectus identified therein that such Term Sheet supplements; (y) if the date of this Agreement. "Prospectus" means Company does not rely on Rule 434 under the form of Act, the prospectus first filed with the Commission pursuant to Rule 424(b). Each preliminary ) under the Act; or (z) if the Company does not rely on Rule 434 under the Act and if no prospectus is required to be filed pursuant to Rule 424(b) under the Act, the prospectus included in the Registration Statement prior to Statement; and the time it becomes effective is herein referred to as a term "Preliminary Prospectus.Term Sheet" means any term sheet that satisfies the requirements of Rule 434 under the Act. Any reference herein to the Registration Statement, any Preliminary "date" of a Prospectus or to the Prospectus that includes a Term Sheet shall be deemed to refer to and include any supplements or amendments thereto, filed with the Commission after mean the date of filing of the Prospectus under Rules 424(b) or 430A, and prior to the termination of the offering of the Shares by the Underwriterssuch Term Sheet.