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

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 (File No. 333-37833) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; amendments to such registration statement, amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that, as of the date hereof and as of the Closing Date: (a) A registration statement on Form S-1 (File No. 333-3783358351) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you. As used herein, the term "Preliminary Prospectus" shall mean the prospectus, subject to completion, dated April 16, 1999.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 (File No. 333-3783373243) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "ActACT"), and the applicable rules and regulations (the "Rules and RegulationsRULES AND REGULATIONS") of the Securities and Exchange Commission (the "CommissionCOMMISSION") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary ProspectusesPRELIMINARY PROSPECTUSES") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 S-2 (File No. 333-3783352871) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary Prospectuses") ), including all documents incorporated by reference therein, and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. Unless otherwise indicated or the context otherwise requires, references to the "Company" in this Section 2 are references to Grand Adventures Tour & Travel Publishing Corporation, an Oregon corporation. The Company represents and warrants to and agrees with each Underwriter thatthe Underwriters, as follows: (a) A registration statement on Form S-1 SB-2 (File No. 333-37833333-______) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations completion, as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional 2 amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements completion, as may hereafter be required. The Company meets the requirements for use of a Registration Statement on Form SB-2. Copies of such registration statement and amendments, any amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. Unless otherwise indicated or the context otherwise requires, references to the "Company" in this Section 2 are references to ZymeTx, Inc., a Delaware corporation. The Company represents and warrants to and agrees with each Underwriter thatthe Underwriters, as follows: (a) A registration statement on Form S-1 SB-2 (File No. 333-3783333563) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations completion, as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments 2 to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements completion, as may hereafter be required. The Company meets the requirements for use of a registration statement on Form SB-2. Copies of such registration statement and amendments, any amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (1) Plus an option to purchase up to 187,500 additional shares from the Company to cover over-allotments. (a) A registration statement on Form S-1 (File No. 333-37833333-_____) with respect to the Shares, including a prospectus subject to completionprospectus, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendmentsamendments together with each exhibit filed therewith, of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 (File No. 333-37833333-____) with respect to the Shares, the Representative's Warrants and the Representative's Warrant Stock, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and and (1) Plus an option to purchase up to 375,000 additional shares from the company to cover over-allotments, if any. regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 (File No. 333-3783337981) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 SB-2 (File No. 333-37833333-_____) with respect to the Shares, the Representatives' Warrants and the Representatives' Warrant Stock, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that:: 2 (a) A registration statement The Registration Statement on Form S-1 SB-2 (File No. 333-3783348497) with respect to the Shares, the Representative's Warrants and the Representative's Warrant Stock, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the applicable rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") under the 1933 Act and has have been filed with the Commission; such amendments to the Registration Statement and such registration statement, amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, the Registration Statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement the Registration Statement and amendments, all amendments and of each related prospectus subject to completion (collectively, the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to to, and agrees with with, each Underwriter that: (a) A registration statement on Form S-1 SB-2 (File No. 333-37833333- 79969) with respect to the Shares, including a prospectus subject to completionprospectus, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, amended such prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations (a "462 Registration Statement") as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements 462 Registration Statements as may hereafter be required. Copies of such registration statement and amendments, together with each exhibit filed therewith, of each related prospectus subject contained or filed as part of any pre-effective amendment to completion such registration statement or filed pursuant to Rule 424(a) (the "Preliminary Prospectuses") ), and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations 462 Registration Statement, have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (1) Plus an option to purchase up to 600,000 additional shares to cover over-allotments. (a) A registration statement on Form S-1 SB-2 (File No. 333-3783395793) with respect to the Shares, including a prospectus subject to completionprospectus, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, amended such prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations (a "462 Registration Statement") as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendmentsamendments together with each exhibit filed therewith, of each related prospectus subject contained or filed as part of any pre-effective amendment to completion such registration statement or filed pursuant to Rule 424(a) (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations 462 Registration Statement have been delivered to you.

Representations, Warranties and Agreements of the Company. (1) Plus an option to purchase up to 547,500 additional shares to cover over-allotments. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 SB-2 (File No. 333-3783395793) with respect to the Shares, including a prospectus subject to completionprospectus, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; Commission- such amendments to such registration statement, amended such prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations (a "462 Registration Statement") as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; Commission- and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendmentsamendments together with each exhibit filed therewith, of each related prospectus subject contained or filed as part of any pre-effective amendment to completion such registration statement or filed pursuant to Rule 424(a) (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations 462 Registration Statement have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 (File No. 333-3783371919) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the (1) Plus an option to purchase up to 547,500 additional shares from the "Company to cover over-allotments. 1. Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that, as of the date hereof and as of the Closing Date: (a) A registration statement on Form S-1 (File No. 333-3783358351) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you. As used herein, the term "Preliminary Prospectus" shall mean each of the prospectuses, subject to completion, dated March 9, 1999 and April __, 1999, respectively.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that:: ______________________ * Plus an option to purchase up to 450,000 additional shares of Common Stock from the Company solely to cover over-allotments, if any. 2 (a) A registration statement on Form S-1 (File No. 333-3783309799) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations completion, as may have been required prior to the date hereof hereof, have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements completion, as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter of the Underwriters that: (a) A registration statement on Form S-1 (File No. 333-3783347501) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to to, and agrees with with, each Underwriter that: (a) A registration statement on Form S-1 S-2 (File No. 333-3783372071) with respect to the Shares, including a prospectus subject to completionprospectus, has been prepared and filed by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, amended such prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations (a "462 Registration Statement") as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements 462 Registration Statements as may hereafter be required. Copies of such registration statement and amendmentsamendments together with each exhibit filed therewith, of each related prospectus subject contained or filed as part of any pre-effective amendment to completion such registration statement or filed pursuant to Rule 424(a) (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations 462 Registration Statement have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter and each Selling Stockholder that: (a) A registration statement on Form S-1 SB-2 (File No. 333-37833333- ____) with respect to the Shares, the Representative's Warrants and the Representative's Warrant Stock, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 (File No. 333-37833333-____) with respect to the Shares, the Representative's Warrants and the Representative's Warrant Stock, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. I. The Company represents and warrants to and agrees with each Underwriter International Manager that: (a) A registration statement on Form S-1 S-3 (File No. 333-37833- ) with respect --- ----- to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations completion, as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements completion, as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 S-3 (File No. 333-37833333-______) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity in all material respects with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be requiredrequired by law. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.such

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter Sutro that: (a) A registration statement on Form S-1 S-3 (File No. 333-37833333-[_____]) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and RegulationsRULES AND REGULATIONS") of the Securities and Exchange Commission (the "CommissionCOMMISSION") under the Act and the registration statement has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary ProspectusesPRELIMINARY PROSPECTUSES") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations ), have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) a. A registration statement on Form S-1 (File No. 333-37833333-_____) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 (File No. 333-3783340073) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) ------------- /1/ Plus an option to purchase up to 450,000 additional shares from the Company to cover over-allotments. of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter and each Selling Shareholder that: (a) A registration statement on Form S-1 SB-2 (File No. 333-3783339173) with respect to the Shares, the Representatives' Warrants and the Representatives' Warrant Stock, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. Unless otherwise indicated or the context otherwise requires, references to the "Company" in this Section 2 are references to LORECOM Technologies, Inc., an Oklahoma corporation. The Company represents and warrants to and agrees with each Underwriter thatthe Underwriters, as follows: (a) A registration statement on Form S-1 SB-2 (File No. 333-3783376451) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations completion, as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements completion, as may hereafter be required. The Company meets the requirements for use of a Registration Statement on Form SB-2. Copies of such registration statement and amendments, any amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 S-2 (File No. 333-3783334413) with in respect to of the SharesSecurities and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Stock"), including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 S-2 (File No. 333-37833333-____) with in respect to of the SharesSecurities and the shares of Common Stock issuable upon exercise of the Warrants (the "Warrant Stock"), including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. Unless otherwise indicated or the context otherwise requires, references to the "Company" in this Section 2 are references to Grand Adventures Tour & Travel Publishing Corporation, an Oregon corporation. The Company represents and warrants to and agrees with each Underwriter thatthe Underwriters, as follows: (a) A registration statement on Form S-1 SB-2 (File No. 333-3783338739) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations completion, as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements completion, as may hereafter be required. The Company 2 meets the requirements for use of a Registration Statement on Form SB-2. Copies of such registration statement and amendments, any amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that:: 2 (a) A registration statement The Registration Statement on Form S-1 SB-2 (File No. 333-37833333-_______) with respect to the Shares, the Representative's Warrants and the Representative's Warrant Stock, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the applicable rules and regulations (the "Rules and Regulations") of the United States Securities and Exchange Commission (the "Commission") under the 1933 Act and has have been filed with the Commission; such amendments to the Registration Statement and such registration statement, amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, the Registration Statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement the Registration Statement and amendments, all amendments and of each related prospectus subject to completion (collectively, the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 (File No. 333-37833______) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, amended prospectuses subject to completion statement and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations such prospectus as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion statement and such abbreviated registration statements prospectus as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter and each Selling Shareholder that: (a) A registration statement on Form S-1 SB-2 (File No. 333-37833333- 39173) with respect to the Shares, the Representative's Warrants and the Representative's Warrant Stock, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. I. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 (File No. 333-3783349415) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject . (1) Plus an option to completion (purchase up to 450,000 additional shares from the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant Company to Rule 462(b) of the Rules and Regulations have been delivered to youcover over-allotments.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter thatthe Underwriters, as follows: (a) A registration statement on Form S-1 SB-2 (File No. 333-37833333-______) (the "Registration Statement") with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act Securities Act, and has been filed with the Commission; . Any amendments to such registration statement, statement and any amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations completion, as may have been required prior to the date hereof hereof, have been similarly prepared and filed with the Commission; and the . The Company will file any additional amendments to such registration statement, such the Registration Statement and any amended prospectuses subject to completion and such abbreviated registration statements completion, as may hereafter be required. The Company meets the requirements for use of a registration statement on Form SB-2. Copies of such registration statement the Registration Statement and amendments, any amendments and copies of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that, as of the date hereof and as of the Closing Date: (a) A registration statement on Form S-1 (File No. 333-3783358351) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you. As used herein, the term "Preliminary Prospectus" shall mean the prospectus, subject to completion, dated March 9, 1999.

Representations, Warranties and Agreements of the Company. I. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 S-2 (File No. 333-3783352871) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, of each related prospectus subject to completion (the "Preliminary Prospectuses") ), including all documents incorporated by reference therein, and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter thatthe Underwriters, as follows: (a) A registration statement on Form S-1 SB-2 (File No. 333-3783385479) (the "Registration Statement") with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act Securities Act, and has been filed with the Commission; . Any amendments to such registration statement, statement and any amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations completion, as may have been required prior to the date hereof hereof, have been similarly prepared and filed with the Commission; and the . The Company will file any additional amendments to such registration statement, such the Registration Statement and any amended prospectuses subject to completion and such abbreviated registration statements completion, as may hereafter be required. The Company meets the requirements for use of a registration statement on Form SB-2. Copies of such registration statement the Registration Statement and amendments, any amendments and copies of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter and each Selling Shareholder that: (a) A registration statement on Form S-1 SB-2 (File No. 333-37833333- 39173) with respect to the Shares, the Representatives' Warrants and the Representatives' Warrant Stock, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. Unless otherwise indicated or the context otherwise requires, references to the "Company" in this Section 2 are references to CD Warehouse, Inc., a Delaware corporation. The Company represents and warrants to and agrees with each Underwriter thatUnderwriter, as follows: (a) A registration statement on Form S-1 SB-2 (File No. 333-3783315139) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations completion, as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements completion, as may hereafter be required. Copies of such registration statement and amendments, any amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that, as of the date hereof and as of the Closing Date: (a) A registration statement on Form S-1 (File No. 333-3783358351) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. I. The Company represents and warrants to and agrees with each U.S. Underwriter that: (a) A registration statement on Form S-1 S-3 (File No. 333___-37833_____) with respect to the Shares, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the applicable rules Rules and regulations Regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations completion, as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements completion, as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.

Representations, Warranties and Agreements of the Company. The Company represents and warrants to and agrees with each Underwriter that: (a) A registration statement on Form S-1 (File No. 333-37833333-______) with respect to the Shares, the Representative's Warrants and the Representative's Warrant Stock, including a prospectus subject to completion, has been prepared by the Company in conformity with the requirements of of (1) Plus an option to purchase up to 187,500 additional shares from the Company to cover over-allotments, if any. the Securities Act of 1933, as amended (the "Act"), and the applicable rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act and has been filed with the Commission; such amendments to such registration statement, statement and such amended prospectuses subject to completion and abbreviated registration statements pursuant to Rule 462(b) of the Rules and Regulations as may have been required prior to the date hereof have been similarly prepared and filed with the Commission; and the Company will file such additional amendments to such registration statement, statement and such amended prospectuses subject to completion and such abbreviated registration statements as may hereafter be required. Copies of such registration statement and amendments, amendments and of each related prospectus subject to completion (the "Preliminary Prospectuses") and of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations have been delivered to you.