Common use of Securities Act of 1933 Clause in Contracts

Securities Act of 1933. The Company has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares hereunder. (i) Each Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC has not issued any order preventing or suspending the use of any Prospectus. (ii) The Company meets the requirements for the use of Form S-1 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC under Rule 424(b) under the Securities Act, complied in all material respects with the provisions of the Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they made) not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. (iii) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares to the Investor, will not distribute any offering material in connection with the offering and sale of the Put Shares or Warrant Shares other than the Registration Statement, the Prospectus or other materials, if any, permitted by the Securities Act.

Securities Act of 1933. The Company has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares hereunder. (i) Each Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC Commission has not issued any order preventing or suspending the use of any Prospectus. (ii) The Company meets the requirements for the use of Form S-1 S-3 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC Commission under Rule 424(b) under the Securities Act, complied in all material respects with the provisions of the Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they made) not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor Purchaser furnished to the Company in writing by or on behalf of the Investor Purchaser expressly for use therein. (iii) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares to the InvestorPurchaser, will not distribute any offering material in connection with the offering and sale of the Put Shares or Warrant Shares other than the Registration Statement, the Prospectus or other materials, if any, permitted by the Securities Act.

Securities Act of 1933. The Company has complied and will ---------------------- comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares hereunder. (ia) Each Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC has not issued any order preventing or suspending the use of any Prospectus. (iib) The Company meets the requirements for the use of Form S-1 SB-2 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC under Rule 424(b) under the Securities Act, complied in all material respects with the provisions of the Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they made) not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. (iiic) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares to the Investor, will not distribute any offering material in connection with the offering and sale of the Put Shares or Warrant Shares other than the Registration Statement, the Prospectus or other materials, if any, permitted by the Securities Act.

Securities Act of 1933. The Company has complied and will comply in all material ---------------------- respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares hereunder. (i) Each Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC Commission has not issued any order preventing or suspending the use of any Prospectus. (ii) The Company meets the requirements for the use of Form S-1 S-3 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC Commission under Rule 424(b) under the Securities Act, complied in all material respects with the provisions of the Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they made) not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor Purchaser furnished to the Company in writing by or on behalf of the Investor Purchaser expressly for use therein. (iii) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares to the InvestorPurchaser, will not distribute any offering material in connection with the offering and sale of the Put Shares or Warrant Shares other than the Registration Statement, the Prospectus or other materials, if any, permitted by the Securities Act.

Securities Act of 1933. The Company has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares hereunder. (i) Each Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC Commission has not issued any order preventing or suspending the use of any Prospectus. (ii) The Company meets the requirements for the use of Form S-1 S-3 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC Commission under Rule 424(b) under the Securities Act, complied in all material respects with the provisions of the Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor Purchaser furnished to the Company in writing by or on behalf of the Investor Purchaser expressly for use therein. (iii) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares to the InvestorPurchaser, will not distribute any offering material in connection with the offering offer and sale of the Put Shares or Warrant Shares other than the Registration Statement, the Prospectus or other materials, if any, permitted by the Securities Act.

Securities Act of 1933. The Company has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares shares of Common Stock hereunder. (i) Each Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC has not issued any order preventing or suspending the use of any Prospectus. (ii) The Company meets is currently (i) eligible to register securities, including a primary offering of, and the requirements for resale of, the use of Common Stock purchased pursuant to this Agreement on a Registration Statement on Form S-1 S-3 under the Securities ActAct and (ii) in compliance with Rule 415(a)(1)(x) and Rule 415(a)(4). The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC under Rule 424(b) under the Securities Act, complied in all material respects with the provisions of the Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading, except for that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor Purchaser furnished to the Company in writing by or on behalf of the Investor expressly for use therein. (iii) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares shares of Common Stock to the Investor, will not distribute any offering material in connection with the offering offer and sale of the Put Shares or Warrant Shares Common Stock other than the Registration Statement, the Prospectus or other materials, if any, permitted by the Securities Act.

Securities Act of 1933. The Company has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares Securities hereunder. (i) Each Prospectus included as part of . The Securities are being issued pursuant to the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC has not issued any order preventing or suspending the use of any Prospectus. (ii) The Company meets the requirements for the use of Form S-1 under the Securities ActStatement. The Registration Statement in has heretofore become effective under the form in which Act, and the Registration Statement complied, when it became effective effective, complies as of the date hereof and also in such form as it may amended at the time of purchase and at all times during which a prospectus is required by the Act to be when any post-effective amendment thereto became effective and the Prospectus and any supplement delivered (whether physically or amendment thereto when filed through compliance with the SEC under Rule 424(b) 172 under the Securities ActAct or any similar rule) in connection with any sale of Securities, complied will comply, in all material respects respects, with the provisions requirements of the Securities Act and Act; the Registration Statement did not at any such times not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Prospectus will comply, as of its date, the date that it is filed with the Commission, the time of purchase and at all times during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Securities, in all material respects, with the case requirements of the Act (including, without limitation, Section 10(a) of the Act); at no time during the period that begins on the earlier of the date of the Prospectus and the date the Prospectus is filed with the Commission and ends at the later of the time of purchase and the end of the period during which a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of Securities did or will the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made) , not misleading; provided, except however, that the Company makes no representation or warranty in this representation and warranty does not apply Section 2.1(w) with respect to statements any statement contained in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor concerning a Purchaser and furnished to the Company in writing by or on behalf of such Purchaser to the Investor Company expressly for use therein. (iii) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares to the Investor, will not distribute any offering material in connection with the offering and sale of the Put Shares or Warrant Shares other than the Registration Statement, the Prospectus Statement or other materials, if any, permitted by the Securities Actsuch Prospectus.

Securities Act of 1933. The Company Subject to the accuracy of the representations and warranties of the Investor contained in Section 2.2 hereof, Evergreen has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares Securities hereunder. . Neither Evergreen nor to the Evergreen’s knowledge any Person acting on its behalf has conducted any “general solicitation” or “general advertising” (ias those terms are used in Regulation D) Each Prospectus included as part in connection with the offer or sale of any of the Registration Statement as originally filed or as part of any amendment or supplement theretoSecurities. Evergreen is not, or filed pursuant to and has never been, a company described in Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC has not issued any order preventing or suspending the use of any Prospectus. (ii) The Company meets the requirements for the use of Form S-1 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC under Rule 424(b144(i)(1) under the Securities Act, complied and is a “reporting issuer” as described in all material respects with Rule 144(c)(1) under the provisions Securities Act. Neither Evergreen nor any of its Subsidiaries, nor to Evergreen’s knowledge any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any Evergreen security or solicited any offers to buy any security, under circumstances that would adversely affect reliance by Evergreen on Section 4(2) of the Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make 1933, as amended (the statements therein (in “Securities Act”) for the case exemption from the registration requirements imposed under Section 5 of the Prospectus, in Securities Act for the light transactions contemplated hereby or that would require such registration under the Securities Act. Subject to the accuracy of the circumstances under which they made) not misleadingrepresentations and warranties of the Investor contained in Section 2.2 hereof, except that this representation the offer and warranty does not apply to statements in or omissions from sale of the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating Notes to the Investor furnished to as contemplated hereby is exempt from the Company in writing by or on behalf registration requirements of the Investor expressly for use therein. (iii) The Company Securities Act Evergreen has not distributed andnot, prior and to the completion Evergreen’s knowledge, none of its directors, officers or controlling persons, has taken or will, in violation of applicable law, take, any action designed to or that might reasonably be expected to cause or result in, or which has constituted, stabilization or manipulation of the sale price of the Put Shares and Warrant Shares Common Stock to facilitate the Investor, will not distribute any offering material sale or resale of the securities issued or issuable in connection with the offering and sale of the Put Shares or Warrant Shares other than the Registration Statement, the Prospectus or other materials, if any, permitted by the Securities Acttransactions contemplated hereunder.

Securities Act of 1933. The Company has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares hereunder. (i) Each Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or thereto filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC Commission has not issued any order preventing or suspending the use of any Prospectus. (ii) The Company meets the requirements for the use of Form S-1 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC Commission under Rule 424(b) under the Securities Act, Act complied in all material respects with the provisions of the Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they made) not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor Purchaser furnished to the Company in writing by or on behalf of the Investor Purchaser expressly for use therein. (iii) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares to the InvestorPurchaser, will not distribute any offering material in connection with the offering and sale of the Put Shares or Warrant Shares other than the Registration Statement, the Prospectus or other materials, if any, permitted by the Securities Act.

Securities Act of 1933. The Company has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares hereunder.. In addition: (i) Each Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC Commission has not issued any order preventing or suspending the use of any Prospectus. (ii) The Company meets the requirements for the use of Form S-1 S-3 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC Commission under Rule 424(b) under the Securities Act, complied in all material respects with the provisions of the Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they made) not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor Purchaser furnished to the Company in writing by or on behalf of the Investor Purchaser expressly for use therein. (iii) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares to the InvestorPurchaser, will not distribute any offering material in connection with the offering and sale of the Put Shares or Warrant Shares other than the Registration Statement, the Prospectus or other materials, if any, permitted by the Securities Act.

Securities Act of 1933. The Company has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares hereunder. (i) Each Prospectus included as part of the Registration Statement as originally filed or as part of any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC Commission has not issued any order preventing or suspending the use of any Prospectus. (ii) The Company meets the requirements for the use of Form S-1 S-3 under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC Commission under Rule 424(b) under the Securities Act, complied in all material respects with the provisions of the Securities Act and did not at any such times contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they made) not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor Purchaser furnished to the Company in writing by or on behalf of the Investor Purchaser through you expressly for use therein. (iii) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares to the InvestorPurchaser, will not distribute any offering material in connection with the offering and sale of the Put Shares or Warrant Shares other than the Registration Statement, the Prospectus or other materials, if any, permitted by the Securities Act.

Securities Act of 1933. The Company Issuer has complied and will comply in all material respects with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Put Shares and Warrant Shares Securities hereunder. (i) Each Prospectus included as part of . Neither the Registration Statement as originally filed Issuer nor anyone acting on its behalf, directly or as part of indirectly, has or will sell, offer to sell or solicit offers to buy any amendment or supplement thereto, or filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the provisions of the Securities Act. The SEC or similar securities to, or solicit offers with respect thereto from, or enter into any negotiations relating thereto with, any person, or has not issued taken or will take any order preventing or suspending action so as to bring the use issuance and sale of any Prospectus. (ii) The Company meets of the requirements for the use of Form S-1 Securities under the Securities Act. The Registration Statement in the form in which it became effective and also in such form as it may be when any post-effective amendment thereto became effective and the Prospectus and any supplement or amendment thereto when filed with the SEC under Rule 424(b) under the Securities Act, complied in all material respects with the registration provisions of the Securities Act and did not at applicable state securities laws, and neither the Issuer nor any such times contain an untrue statement of a material fact its affiliates, nor any person acting on its or omit to state a material fact required to be stated therein their behalf, has engaged in any form of general solicitation or necessary to make general advertising (within the statements therein (in meaning of Regulation D under the case of the Prospectus, in the light of the circumstances under which they madeSecurities Act) not misleading, except that this representation and warranty does not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information relating to the Investor furnished to the Company in writing by or on behalf of the Investor expressly for use therein. (iii) The Company has not distributed and, prior to the completion of the sale of the Put Shares and Warrant Shares to the Investor, will not distribute any offering material in connection with the offering and offer or sale of any of the Put Shares Securities. Neither the Issuer nor any person acting on its behalf has directly or Warrant Shares other than indirectly made any offers or sales of any security or solicited any offers to buy any security under circumstances that would cause the Registration Statement, offering of the Prospectus or other materials, if any, permitted Securities pursuant to this Agreement to be integrated with prior offerings by the Issuer for purposes of the Securities Act which would prevent the Issuer from selling the Securities pursuant to Regulation D and Rule 506 thereof under the Securities Act, or any applicable exchange-related stockholder approval provisions, nor will the Issuer or any of its affiliates take any action or steps that would cause the offering of the Securities to be integrated with other offerings if to do so would prevent the Issuer from selling Securities pursuant to Regulation D and Rule 506 thereof under the Securities Act or otherwise prevent a completed offering of Securities hereunder. The Issuer does not have any registration statement pending before the Commission or currently under the Commission’s review and since September 26, 2009, except as set forth on Schedule 2.1(t), the Issuer has not offered or sold any shares of its Common Stock or any equity securities or debt securities convertible into shares of Common Stock.