Common use of Representations and Warranties of the Issuer Clause in Contracts

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation or by-laws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Board of Directors of Issuer having approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation or by-laws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents con- sents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Board provisions of Directors of Issuer having approved this Agreement and the consummation Sections 78.411-78.444 of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and of Nevada will not not, prior to the termination of this Agreement (assuming that prior to the date hereof neither the Grantee nor any of its affiliates or associates (as such terms are defined in the Exchange Act) (i) beneficially owns, directly or indirectly, or (ii) are parties to any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of, in each case, shares of capital stock of the Issuer, which in the aggregate, represent 10% or more of the outstanding shares of capital stock of the Issuer entitled to vote generally in the electing of directors (other than shares held in a fiduciary capacity)), apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreementtransactions contemplated hereby and thereby. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, not (i) conflict with, or result in any violation pursuant to or breach of any provisions provision of the Articles Certificate of Incorporation Incorporation, as amended to date, or by-laws Bylaws, as amended to date, of Issuer or any Issuer subsidiaryIssuer, subject to obtaining any approvals or consents contemplated hereby, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any loan obligation or credit agreementloss of any benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, plan contract or other agreement, obligationinstrument or obligation to which the Issuer or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, instrument, or (iii) conflict or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary of its Subsidiaries or any of its or their respective properties or assets assets, except in the case of (ii) and (iii) for any such violations, breaches, defaults, terminations, cancellations, accelerations or conflicts which violation would havecould not, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect (as defined in the Merger Agreement) on Issuer and its Subsidiaries, taken as a whole, or impair the ability of Issuer to consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Issuer having approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full all requisite corporate power and authority and has taken all corporate action necessary in order to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The Issuer has duly authorized, executed and delivered this Agreement, and (assuming due authorization, execution and delivery of by Grantee) this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the a valid and legally binding obligation of Issuer, enforceable against Issuer it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or to general equity principles. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation or by-laws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Board of Directors of Issuer having has duly approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase hereby (including by reserving shares for issuance of shares of Common Stock pursuant to this Agreement. The Issuer has taken, on exercise of the Option) and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from taken any other applicable state takeover law action as required to render inapplicable to such agreement and from transactions any applicable charter or contractual provision containing change of control or anti-takeover provisionsTakeover Statutes.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance encumbrances and security interests interests, and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation or by-laws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan plan, or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Issuer. (d) The Board of Directors of Issuer having approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.

Representations and Warranties of the Issuer. Issuer hereby -------------------------------------------- represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, not (i) conflict with, or result in any violation pursuant to or breach of any provisions provision of the Articles Certificate of Incorporation Incorporation, as amended to date, or by-laws Bylaws, as amended to date, of Issuer or any Issuer subsidiaryIssuer, subject to obtaining any approvals or consents contemplated hereby, (ii) result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default (or give rise to a right of termination, cancellation or acceleration of any loan obligation or credit agreementloss of any benefit) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, plan contract or other agreement, obligationinstrument or obligation to which the Issuer or any of its Subsidiaries is a party or by which any of them or any of their properties or assets may be bound, instrument, or (iii) conflict or violate any permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary of its Subsidiaries or any of its or their respective properties or assets assets, except in the case of (ii) and (iii) for any such violations, breaches, defaults, terminations, cancellations, accelerations or conflicts which violation would havecould not, individually or in the aggregate, have a Parent Material Adverse Effectmaterial adverse effect (as defined in the Merger Agreement) on Issuer and its Subsidiaries, taken as a whole, or impair the ability of Issuer to consummate the transactions contemplated by this Agreement. (d) The Board of Directors of Issuer having approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.

Representations and Warranties of the Issuer. Issuer hereby -------------------------------------------- represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation charter or by-laws of Issuer or any Issuer subsidiary, subsidiary or subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect (as defined in the Merger Agreement). (d) The Board of Directors of Issuer having approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to Grantee the Registered Holder as of April 20, 2000, as follows: (a) Issuer is a corporation duly organized, existing and in good standing under the laws of its state of incorporation and has full the corporate power to conduct the business which it conducts and authority proposes to execute conduct. (b) The execution, delivery and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation performance of the transactions contemplated hereby have Securities by the Issuer has been duly and validly authorized approved by the Board of Directors of Issuer and no all other corporate proceedings on the part of Issuer are necessary actions required to authorize this Agreement or to consummate and effect the transactions so contemplated. This Agreement has offer and sale of the Securities have been duly taken and approved. (c) The Securities and the Common Stock issuable upon Conversion of the Securities (the "Conversion Shares") have been duly and validly executed authorized. The Securities and delivered by Issuer. This Agreement is the valid Conversion Shares, when issued and legally binding obligation of Issuer, enforceable against Issuer paid for in accordance with its the terms hereof, will be fully paid and non-assessable and valid and binding obligations of the Issuer enforceable in accordance with their respective terms. (bd) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issuewill, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will that there are Outstanding, have authorized and reserved for issuance upon the exercise of the Option, that a sufficient number of shares of Common Stock equal to provide for conversion of the maximum number of Securities into shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rightsStock. (ce) The Issuer has obtained all licenses, permits and other governmental authorizations necessary to the conduct of its business; such licenses, permits and other governmental authorizations obtained are in full force and effect; and Issuer is in all material respects complying therewith. (f) Issuer knows of no pending or threatened legal or governmental proceedings to which Issuer is a party which could materially adversely affect the business, property, financial condition or operations of the Issuer. (g) Issuer is not in violation of or default under, nor will the execution and delivery of this Agreement does notthe Securities, the issuance of the Common Stock upon conversion of the Securities and the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated hereby will notherein or therein contemplated, conflict withresult in a violation of, or result in any violation pursuant to any provisions constitute a default under the certificate of the Articles of Incorporation incorporation or by-laws laws, the performance or observance of any material obligations, agreement, covenant or condition contained in any bond, debenture, note or other evidence of indebtedness or in any material contract, indenture, mortgage, loan agreement, lease, joint venture or other agreements or instrument to which the Issuer is a party or by which it or any Issuer subsidiary, subject to obtaining any approvals of its properties may be bound or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, material order, decreerule, statuteregulation, lawwrit, ordinanceinjunction or decree of any government, rule governmental instrumentality or regulation applicable to Issuer court, domestic or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effectforeign. (dh) The Board of Directors of Issuer having approved this Agreement and financial information contained in the consummation Memorandum presents fairly the financial condition of the transactions contemplated thereby, the provisions of Section 203 Issuer as of the Delaware General Corporation Law do not date and will not apply to this Agreement or for the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisionsperiods indicated.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation or by-laws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Board of Directors of Issuer having has duly approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase hereby (including by reserving shares for issuance of shares of Common Stock pursuant to this Agreement. The Issuer has taken, on exercise of the Option) and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from taken any other applicable state takeover law action as required to render inapplicable to such agreement and from transactions Section 912 of the New York Business Corporation Law and, to the knowledge of Issuer, any applicable charter or contractual provision containing change of control or anti-takeover provisionssimilar Takeover Statutes.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation or by-laws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Board of Directors of Issuer having has duly approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase hereby (including by reserving shares for issuance of shares of Common Stock pursuant to this Agreement. The Issuer has taken, on exercise of the Option) and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from taken any other applicable state takeover law action as required to render inapplicable to such agreement and from transactions any applicable charter or contractual provision containing change of control or anti-takeover provisionsTakeover Laws.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation charter or by-laws of Issuer or any Issuer subsidiary, subsidiary or subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effectmaterial adverse effect (as defined in the Merger Agreement). (d) The Board of Directors of Issuer having approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to Grantee as followsto, and agrees with the Agent that: (a) The Issuer has full corporate is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada with power and authority to execute and deliver this Agreement own its properties and to consummate conduct its business as described in the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms.Offering Statement; (b) Issuer has taken all necessary corporate action to authorize The authorized, issued and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise outstanding capital stock of the OptionCompany as of October 10, that number of 2001, is as set forth in the Prospectus under "Capitalization"; all shares of Common Stock equal to issued and outstanding capital stock of the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be Company set forth thereunder have been duly authorized, validly issuedissued and are fully paid and non-assessable; except as set forth in the Prospectus, fully paidno options, nonassessablewarrants, or other rights to purchase, agreements or other obligations to issue, or agreements or other rights to convert any obligation into, any shares of capital stock of the Company have been granted or entered into by the Company; and the capital stock conforms to all statements relating thereto contained in the Registration Statement and Prospectus. The issuance and sale of all such capital stock complied in all respects with applicable federal and state securities laws; the holders thereof have no rights of rescission with respect thereto, and will be delivered free and clear of all claims, liens, encumbrance and security interests and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any preemptive rightsholders of any security of the Company or similar contractual rights granted by the Company. (c) The Issuer shall prepare and file the Offering Statement with the Jurisdictions in which such filing(s) is required, if any and shall use its best efforts to cause the registration or exemption with each such regulatory agency to become effective; (d) The Offering Statement does not contain any untrue statement of a material fact or omit to state any material fact required to be stated or necessary to make the statements in the Offering Statement, in light of the circumstances under which they are made, not misleading; (e) The execution and delivery of this Agreement does notAgreement, and the consummation of the transactions contemplated hereby will not, in this Agreement and compliance with the terms and provision of this Agreement shall not conflict with, or result in a breach of, any violation pursuant to any of the terms or provisions of of, or constitute a default under, the Articles of Incorporation Incorporation, as amended, or by-laws the Bylaws of the Issuer, or any indenture, mortgage or other agreement or instrument to which the Issuer is a party or by which any of their respective assets or properties are bound, or any applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Issuer or any Issuer subsidiaryof its subsidiaries or any of their respective assets or properties, subject except for instances where not material to obtaining any approvals the Issuer; (f) This Agreement has been duly authorized, executed and delivered on behalf of the Issuer, and is the valid, binding and enforceable obligation of the Issuer; (g) No authorization, approval, consent or consents contemplated hereby, result in any violation license of any regulatory body or authority is required for the valid authorization, issuance, sale and delivery of the Stock, or, if so required, all authorizations, approvals, consents and licenses have been obtained and are in full force and effect, except for instances where not material to the Issuer; (h) Except as described in the Prospectus, no default exists in the due performance and observance of any term, covenant or condition of any license, contract, indenture, mortgage, deed of trust, note, loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary other agreement or their respective properties instrument to which the Company is a party or by which the Company may be bound or to which any of the property or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Board of Directors of Issuer having approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.Company are subject;

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation or by-laws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Board of Directors of Issuer having has duly approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase hereby (including by reserving shares for issuance of shares of Common Stock pursuant to this Agreement. The Issuer has taken, on exercise of the Option) and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from taken any other applicable state takeover law action as required to render inapplicable to such agreement and from transactions any applicable charter or contractual provision containing change of control or anti-takeover provisionsTakeover Laws.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance encumbrances and security interests interests, and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles Certificate of Incorporation or by-laws Bylaws of Issuer or the incorporation documents of any Issuer subsidiaryof its subsidiaries (as that term is defined in the Merger Agreement), subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan plan, or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary its subsidiaries or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Issuer. (d) The Board of Directors of Issuer having approved has taken all necessary action to approve this Agreement and the consummation of the transactions contemplated thereby, hereby and the provisions of Section 203 243 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Issuer Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.

Representations and Warranties of the Issuer. The Issuer hereby represents and warrants to Grantee as followsto, and agrees with, the Holders that: (a) The Issuer is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has full corporate power the power, authority and authority capacity to carry on its business as now conducted and as proposed to be conducted, to execute and deliver this Agreement Agreement, to perform its obligations hereunder, and to consummate the transactions Exchange contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. (b) This Agreement has been duly and validly authorized, executed and delivered by Issuer. This Agreement is the Issuer and constitutes a legal, valid and legally binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms. , except that such enforcement may be subject to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally, and (b) Issuer has taken all necessary corporate action to authorize general principles of equity, whether such enforceability is considered in a proceeding at law or in equity (the “Enforceability Exceptions”). This Agreement and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise consummation of the OptionExchange will not (a) violate or conflict with the certificate of incorporation, that number bylaws or other organizational documents of shares the Issuer, (b) require any approval or consent of Common Stock equal any person under, or result in a breach of or a default under, any material agreement or instrument to which the Issuer is a party or by which the Issuer or any of its assets are bound, (c) result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer, (d) result in a violation of (or require any consents or approvals under) any laws or regulations, or any governmental or judicial decrees, injunctions or orders applicable to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rightsIssuer. (c) The execution Stock Consideration has been duly authorized by the Issuer and, when issued and delivery of delivered by the Issuer pursuant to this Agreement does notAgreement, will be validly issued, fully paid and the consummation of the transactions contemplated hereby non-assessable. The Stock Consideration will not, conflict withat the Closing, or result in any violation pursuant be subject to any provisions preemptive or participation rights, rights of first refusal or other similar rights and will be free from all taxes, liens and charges with respect to the issue thereof with the Holders being entitled to all rights accorded to a holder of the Articles of Incorporation or by-laws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse EffectCommon Stock. (d) The Board of Directors of Issuer having approved this Agreement and Assuming the consummation accuracy of the transactions contemplated therebyHolder’s representations and warranties hereunder, the provisions of Section 203 Stock Consideration (a) will be issued in the Exchange exempt from the registration requirements of the Delaware General Corporation Law do not Securities Act pursuant to Section 3(a)(9) of the Securities Act, (b) will, at the Closing, be free of any restrictive legend or other restrictions on resale by the Holders and will be issued in book-entry form and will be represented by permanent global certificates deposited with, or on behalf of, The Depositary Trust Company represented by an unrestricted CUSIP, and (c) shall not apply be issued in violation of any applicable state and federal laws concerning their issuance. For the purposes of Rule 144 of the Securities Act, the Issuer acknowledges that the holding period of the Stock Consideration may be tacked onto the holding period of the Existing Holder Bonds. The Issuer agrees not to take any position contrary to this Agreement or the purchase of clause (d). (e) The authorized, issued and outstanding shares of Common Stock capital stock of the Issuer are as set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018 (except for subsequent issuances, if any, pursuant to this Agreement. , pursuant to reservations, agreements, employee benefit or equity incentive plans referred to in the Form 10-Q or pursuant to the exercise of convertible securities, warrants or options referred to in the Form 10-Q). (f) When issued in the Exchange, the Stock Consideration shall be listed on the NYSE American LLC. (g) The Issuer has takenand its subsidiaries, on a consolidated basis, are not as of the date hereof, and will in the future take, all steps necessary after giving effect to irrevocably exempt the transactions contemplated by hereby to occur at the Closing, will not be Insolvent. For purposes of this Agreement from any other applicable state takeover law paragraph, “Insolvent” means, (i) with respect to the Issuer and from any applicable charter its subsidiaries, on a consolidated basis, (A) the sum of the Issuer and such subsidiaries’ debts is greater than all such entities’ property, at a fair valuation, (B) the Issuer and its subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or contractual provision containing change of control otherwise, as such debts and liabilities become absolute and matured or anti-takeover provisions(C) the Issuer and its subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature.

Representations and Warranties of the Issuer. In order to induce the parties hereto to enter into this Amendment, the Issuer hereby represents and warrants to Grantee as followseach other party hereto that: (a) The representations and warranties contained in Section 4.1 of the Transaction Agreement are true and correct at and as of the time of the effectiveness hereof. (b) The Issuer has full corporate power and authority is duly authorized to execute and deliver this Agreement Amendment and is and will continue to consummate be duly authorized to perform its obligations under the transactions contemplated herebyTransaction Documents to which it is a party. The Issuer has duly taken all corporate action necessary to authorize the execution and delivery of this Agreement Amendment and to authorize the consummation performance of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise obligations of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable Issuer hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery by the Issuer of this Agreement does notAmendment, the performance by the Issuer of its obligations hereunder and the consummation of the transactions contemplated hereby do not and will notnot conflict with any provision of law, conflict withstatute, rule or regulation or of the articles of incorporation and bylaws of the Issuer, or of any material agreement, judgment, license, order or permit applicable to or binding upon the Issuer, or result in the creation of any violation pursuant to lien, charge or encumbrance upon any provisions assets or properties of the Articles Issuer. Except for those which have been duly obtained, no consent, approval, authorization or order of Incorporation any court or by-laws governmental authority or third party is required in connection with the execution and delivery by the Issuer of Issuer this Amendment or any Issuer subsidiary, subject to obtaining any approvals or consents consummate the transactions contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effect. (d) When duly executed and delivered, each of this Amendment and each Transaction Document amended hereby to which it is a party will be a legal and binding instrument and agreement of the Issuer, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally. (e) The Board audited annual Consolidated financial statements of Directors the Issuer dated as of Issuer having approved this Agreement March 31,1994 and the consummation unaudited quarterly Consolidated financial statements of the transactions contemplated therebyIssuer dated as of September 30, 1994 fairly present the provisions Consolidated financial position at such dates and the Consolidated statement of Section 203 operations and the changes in Consolidated financial position for the periods ending on such dates for the Issuer. Copies of such financial statements have heretofore been delivered to the Supplier and the Purchaser. Since March 31, 1994, no material adverse change has occurred in the financial condition or businesses or in the Consolidated financial condition or businesses of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisionsIssuer.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance and security interests and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation or by-laws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse Effect. (d) The Board of Directors of Issuer having has duly approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase hereby (including by reserving shares for issuance of shares of Common Stock pursuant to this Agreement. The Issuer has taken, on exercise of the Option) and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from taken any other applicable state takeover law action as required to render inapplicable to such agreement and from transactions Sections 2538 through 2588 inclusive of the Pennsylvania Business Corporation Law and, to the knowledge of Issuer, any applicable charter or contractual provision containing change of control or anti-takeover provisionssimilar Takeover Statutes.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance encumbrances and security interests interests, and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles of Incorporation Charter or by-laws Bylaws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan plan, or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Issuer. (d) The Board of Directors of Issuer having approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.

Representations and Warranties of the Issuer. Issuer hereby represents and warrants to Grantee as follows: (a) Issuer has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Issuer and no other corporate proceedings on the part of Issuer are necessary to authorize this Agreement or to consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Issuer. This Agreement is the valid and legally binding obligation of Issuer, enforceable against Issuer in accordance with its terms. (b) Issuer has taken all necessary corporate action to authorize and reserve and to permit it to issue, and at all times from the date hereof through the termination of this Agreement in accordance with its terms will have reserved for issuance upon the exercise of the Option, that number of shares of Common Stock equal to the maximum number of shares of Common Stock at any time and from time to time issuable hereunder, and all such shares, upon issuance pursuant hereto, will be duly authorized, validly issued, fully paid, nonassessable, and will be delivered free and clear of all claims, liens, encumbrance encumbrances and security interests interests, and not subject to any preemptive rights. (c) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation pursuant to any provisions of the Articles Certificate of Incorporation or by-laws Bylaws of Issuer or any Issuer subsidiary, subject to obtaining any approvals or consents contemplated hereby, result in any violation of any loan or credit agreement, note, mortgage, indenture, lease, plan plan, or other agreement, obligation, instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Issuer or any Issuer subsidiary or their respective properties or assets which violation would have, individually or in the aggregate, a Parent Material Adverse EffectEffect on the Issuer. (d) The Board of Directors of Issuer having approved this Agreement and the consummation of the transactions contemplated thereby, the provisions of Section 203 of the Delaware General Corporation Law do not and will not apply to this Agreement or the purchase of shares of Common Stock pursuant to this Agreement. The Issuer has taken, and will in the future take, all steps necessary to irrevocably exempt the transactions contemplated by this Agreement from any other applicable state takeover law and from any applicable charter or contractual provision containing change of control or anti-takeover provisions.