Common use of Survival of Representations and Agreements Clause in Contracts

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 106, 14 and 15, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 hereof and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 and Sections 12, 139, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Sections 11. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 9 or 11 hereof. The representations 11(d) below, in compliance with FINRA Rules5110(g)(5)(A), 5110(g)(5)(B)(i) and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement5110(g)(5)(B)(ii).

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters Underwriter contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 106, 14 and 15, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the UnderwritersUnderwriter. The representations and warranties contained in Section 2 hereof and Section 5 and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 and Sections 12, 139, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Sections 11. For the avoidance of doubt, in the event of termination the Underwriter will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 9 or 11 hereof. The representations and covenants contained 11(d) below, in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreementcompliance with FINRA Rules 5110.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 56, 1011, 14 15 and 1516, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 hereof and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 9, 11, 15 and Sections 12, 13, 14 and 15 hereof 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 12. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 9 or 11 hereof. The representations 12(d) below as well as the right of first refusal subject to the conditions in Section 12(d) in compliance with FINRA Rules 5110(f)(2)(D)(i), 5110(f)(2)(D)(ii)(a) and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement5110(f)(2)(D)(ii)(b).

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 1 and 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Transaction Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiaries submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 106, 14 and 15, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 hereof and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 and Sections 12, 139, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Sections 11. For the avoidance of doubt, in the event of termination the Underwriters will be reimbursed Accountable Out-of-Pocket Expenses subject to the limit in Section 9 or 11 hereof. The representations 6(d) and covenants contained Section 11(d) below, in Sections 2compliance with FINRA Rules 5110(g)(5)(A), 3 5110(g)(5)(B)(i) and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement5110(g)(5)(B)(ii).

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 56, 1011, 14 15 and 1516, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 hereof and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 9, 11, 15 and Sections 12, 13, 14 and 15 hereof 16 shall survive any termination of this Agreement, including termination pursuant to Sections 10 or 12. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 9 or 11 hereof. The representations 12(d) below as well as the right of first refusal in compliance with FINRA Rules 5110(f)(2)(D)(i), 5110(f)(2)(D)(ii)(a) and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement5110(f)(2)(D)(ii)(b).

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiaries submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 13 and 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 2 and 4 hereof shall survive termination of this Agreement if any Securities Shares are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company Underwriters and the Underwriters Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 5 hereof, the indemnity agreements contained in Section 7 9 hereof and the contribution agreements contained in Section 8 10 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 3 hereof, which shall be true and correct only as of the date hereof and as of the covenants time of purchase and any additional time of purchase, and the agreements contained in Sections 5, 7, 89, this Section 10 and Sections 12, 13, 14 and 15 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 7 or 11 8 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 56, 10, 14 15 and 1516, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 8 hereof10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 hereof and the covenants and agreements contained in Sections 54, 76, 89, this Section 10 10, 15 and Sections 12, 13, 14 and 15 hereof 16 shall survive any termination of this Agreement, including termination pursuant to Sections 11. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 9 or 11 hereof. The representations 11(d), in compliance with FINRA Rules 5110(g)(5)(A), 5110(g)(5)(B)(i) and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement5110(g)(5)(B)(ii).

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters Underwriter contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 106, 14 and 15, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the UnderwritersUnderwriter. The representations and warranties contained in Section 2 hereof and Section 5 and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 and Sections 12, 139, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Sections 11. For the avoidance of doubt, in the event of termination the Underwriter will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 9 or 11 hereof. The representations and covenants contained 12(d) below, in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreementcompliance with FINRA Rules 5110.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the CompanyCompany or any Selling Shareholder, any of its their officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, this Section 10 9, 12 and Sections 12, 13, 14 and 15 13 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10, 11 or 11 13 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 106, 14 and 15, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 hereof and Section 5 and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 and Sections 12, 139, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Sections 11. For the avoidance of doubt, in the event of termination the Representative will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 9 or 11 hereof. The representations and covenants contained 11(d) below, in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreementcompliance with FINRA Rules 5110.

Survival of Representations and Agreements. All representations and warranties, covenants covenants, and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 14, and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors directors, or any controlling Person thereof, and shall survive delivery of and payment for the Public Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 14, and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 3, and 4 hereof shall survive termination of this Agreement if any Public Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations ------------------------------------------ and warranties, covenants and agreements of the Company Underwriters and the Underwriters Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Sections 5, 10, 14 and 15Section 5 hereof, the indemnity agreements contained in Section 7 hereof and the contribution agreements contained in Section 8 hereof, and in certificates of directors or officers of the Company provided pursuant hereto shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, Company or any of its officers and directors or any controlling Person thereof, person thereof and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof 1 and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 1 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company Underwriters and the Underwriters Company contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements covenants of the Company contained in Sections Section 4, covenants of the Underwriters contained in Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Units to and by the Underwriters. The representations contained in Section 2 hereof 1 and the covenants and agreements contained in Sections 5Section 6, 7, Section 8, this Section 10 9, Section 11, Section 15 and Sections 12, 13, 14 and 15 Section 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 7 or 11 Section 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters Underwriter contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 106, 14 and 1516, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the UnderwritersUnderwriter. The representations and warranties contained in Section 2 hereof and Section 5 and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 and Sections 12, 139, 14 and 15 hereof 16 shall survive any termination of this Agreement, including termination pursuant to Sections 12. For the avoidance of doubt, in the event of termination the Underwriter will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 9 or 11 hereof. The representations and covenants contained 12(d) below, in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreementcompliance with FINRA Rules 5110.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities Shares are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company Company, the Selling Stockholders and the Underwriters contained in this Agreement or in certificates of the Selling Stockholders or in the certificates of the officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination for a period of this Agreement if any Securities are purchased pursuant to this Agreementsix (6) months.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiaries submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13section 10, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company Company, the Selling Shareholders and the Underwriters contained in this Agreement or in certificates of officers of the Company and the Selling Shareholders submitted pursuant hereto, including the agreements contained in Sections 57, 1012, 14 16 and 1517, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 8 10 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereofperson thereof and the Selling Shareholders, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 89, 10, this Section 10 12 and Sections 1214, 1315, 14 16 and 15 17 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 11 or 11 13 hereof. The representations and covenants contained in Sections 2, 3 3, 4 and 4 5 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 4(y), 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4(y), 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the covenants contained in Section 4, the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 1 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including any termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination for a period of this Agreement if any Securities are purchased pursuant to this Agreementsix (6) months.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Shareholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Shareholders submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 5 and 156, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 8 hereof10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the CompanyCompany or any Selling Shareholder, any of its their officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 hereof and the covenants and agreements contained in Sections 5, 7, 89, this Section 10 and Sections 12, 13, 14 and 15 through 17 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 11, 12 or 11 14 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters and the Company and the Underwriters Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or its respective affiliates, directors, officers and employees, or any controlling Person thereof person, if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, or by or on behalf of the Company, any of its Guarantor, their respective affiliates, directors and officers and directors who shall have signed the Registration Statement, or any controlling Person thereofother person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and shall survive delivery of and payment for the Securities Notes to and by the Underwriters. The representations contained in Section 2 hereof 1 and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 8 and Sections 12, 13, 14 and 15 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters Underwriter contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 106, 14 and 15, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the UnderwritersUnderwriter. The representations and warranties contained in Section 2 hereof and Section 5 and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 and Sections 12, 139, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof12. The representations For the avoidance of doubt, in the event of termination the Underwriter will receive only documented out-of-pocket accountable expenses and covenants contained advisory fee actually incurred subject to the limit in Sections 2Section 12(d) below, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreementin compliance with FINRA Rules 5110.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the CompanyCompany or the Selling Stockholders, any of its their officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, this Section 10 9, 12 and Sections 12, 13, 14 and 15 13 through 19 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10, 11 or 11 13 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All of the respective representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or of the Selling Stockholders submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 5 and 156, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the CompanyCompany or the Selling Stockholders, any of its their officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 1 and 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, this Section 10 9, 12 and Sections 12, 13, 14 and 15 13 through 19 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10, 11 or 11 13 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2Maxim Group LLC November 9, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.2009

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section [ ], the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5[ ], 7, 8, this Section 10 and Sections 12, 13, 13 and 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 [ ] and 4 [ ] hereof shall survive termination of this Agreement if any Securities Shares and Warrants are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 3, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 53, 7, 8, this Section 10 and Sections 12, 13, 13 and 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 4 and 4 5 hereof shall survive termination of this Agreement if any Securities Shares and Warrants are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, this Section 10 and Sections 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Firm Securities and the Option Securities to and by the Underwriters. The representations contained in Section 2 hereof and the representations, covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof11. The representations representations, covenants and covenants obligations contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Units to and by the Underwriters. The representations contained in Section 1 and 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Shareholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 7(i), the indemnity agreements contained in Section 7 10 and the contribution agreements contained in Section 8 hereof11, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or person thereof, by or on behalf of the Company, any of its officers and directors or any controlling Person thereofperson thereof and on behalf of the Selling Shareholder or any person controlling the Selling Shareholder, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 hereof and the covenants and agreements contained in Sections 57(i), 710, 8, this Section 10 and Sections 12, 1311, 14 and 15 17 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 12 or 11 13 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 12 hereof shall survive termination for a period of this Agreement if any Securities are purchased pursuant to this Agreementsix (6) months.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiaries submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 13 and 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 2 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 1310, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section Sections 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement11.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the Capital Growth Financial, LLC _____, 2006 Page 41 contribution agreements contained in Section 8 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 1 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters Underwriter contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 106, 14 and 15, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the UnderwritersUnderwriter. The representations and warranties contained in Section 2 hereof and Section 5 and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 and Sections 12, 139, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof12. The representations and covenants contained For the avoidance of doubt, in Sections 2the event of termination the Underwriter will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 12(d) below, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreementin compliance with FINRA Rules 5110.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Units to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Sections 5, 10, 14 5 and 156 hereof, the indemnity agreements contained in Section 7 hereof and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereofperson thereof or by or on behalf of any Selling Stockholder or any controlling person of any Selling Stockholder, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 hereof and the covenants and agreements contained in Sections 56, 7, 8, this Section 10 8 and Sections 12, 13, 14 and 15 12(d) hereof also shall survive any the termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 7 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 1 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities Shares are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholder contained in this Agreement or in certificates of officers of the Company or the Selling Stockholder submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or the Selling Stockholder or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 1 and Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 10, 11 and Sections 12, 13, 14 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiaries submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Maxim Group LLC , 2007 Page 35 of 41 Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and In addition, the covenants and agreements contained in Sections 55(c), 5(e), 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company Underwriters, the Adviser and the Underwriters Company contained in this Agreement or in certificates of officers of the Company or the Adviser submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the CompanyCompany or the Adviser, any of its officers their officers, managers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Units to and by the Underwriters. The representations and provisions contained in Section Sections 1, 2 hereof and 12 the covenants and agreements contained in Sections 5, 76, 8, this Section 10 9, 11, 12(d) and Sections 1213 through 18, 13inclusive, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiaries submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 1310, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company Company, the Selling Stockholders and the Underwriters contained in this Agreement or in certificates of the Selling Stockholders or in certificates of officers of the Company or the Subsidiary submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 13 and 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities Shares are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiaries submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section [ ], the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5[ ], 7, 8, this Section 10 and Sections 12, 13, 13 and 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 [ ] and 4 [ ] hereof shall survive termination of this Agreement if any Securities Shares and Warrants are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2Maxim Group LLC _________ __, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.2007

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 1 and 2 hereof and the covenants and agreements contained in Sections 56(b), 76(d), 6(e), 8, 9, this Section 10 11 and Sections 12, 13, 14 and 15 13 through 22 inclusive hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2Maxim Group LLC [_________], 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.2006

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Units to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities Units are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or person thereof, by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, or by or on behalf of any Selling Stockholder or any controlling person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, this Section 10 9, 12 and Sections 12, 13, 14 and 15 13(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 10, 11 or 11 13 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Subsidiary or any Selling Stockholder submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, or by or on behalf of the Selling Stockholders and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 1, Section 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, this Section 10 9, 11 and Sections 12, 13, 14 and 15 12(d) hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters Underwriter contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the UnderwritersUnderwriter. The representations contained in Section Sections 2 and 3 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 9 and Sections 12, 13, 13 and 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 10 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiaries submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the CompanyCompany or any Selling Stockholder, any of its their officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof Sections 1 and 2, the covenants and agreements contained in Sections 5, 76, 8, this Section 10 9, 12 and Sections 12, 13, and the provisions of Sections 14 and 15 through 19, inclusive, hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10, 11 or 11 13 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company Underwriter and the Underwriters Company contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 5 hereof, the indemnity agreements contained in Section 7 9 hereof and the contribution agreements contained in Section 8 10 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the UnderwritersUnderwriter. The representations contained in Section 2 3 hereof, which shall be true and correct only as of the date hereof and as of the covenants time of purchase and any additional time of purchase, and the agreements contained in Sections 5, 7, 89, this Section 10 and Sections 12, 13, 14 and 15 11 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 7 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and Underwriters, the Underwriters Sellers contained in this Agreement or in certificates of the Selling Stockholders or officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 7, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 8 hereof10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof 1 and the covenants and agreements contained in Sections 5, 7, 89, this Section 10 10, 11 and Sections 12, 13, 14 and 15 14(d) hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 11, 12 or 11 14 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, the Company and the Underwriters Selling Shareholder contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 7(i), the indemnity agreements contained in Section 7 10 and the contribution agreements contained in Section 8 hereof11, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person thereof or person thereof, by or on behalf of the Company, any of its officers and directors or any controlling Person thereofperson thereof and on behalf of the Selling Shareholder or any person controlling the Selling Shareholder, and shall survive delivery of and payment for the Securities Shares to and by the UnderwritersUnderwriter. The representations contained in Section Sections 1 and 2 hereof and the covenants and agreements contained in Sections 57(i), 710, 8, this Section 10 and Sections 12, 1311, 14 and 15 17 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Independent Underwriter and the Company and the Underwriters Guarantors contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof, the Independent Underwriter or any controlling person thereof or by or on behalf of the Company, the Guarantors, any of its their respective officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Notes to and by the Underwriters. The representations contained in Section 2 hereof 1 and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 8 and Sections 12, 13, 14 and 15 11(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company or any Group Company or of the Selling Stockholders submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the CompanyCompany or any Selling Stockholder, any of its their officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, this Section 10 9, 12 and Sections 12, 13, 14 and 15 13 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10, 11 or 11 13 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriter, the Company and the Underwriters Selling Stockholder contained in this Agreement or in certificates of officers of the Company or any subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person person thereof or by or on behalf of the CompanyCompany or the Selling Stockholder, any of its their officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the UnderwritersUnderwriter. The representations contained in Section 2 hereof Sections 1 and 2, the covenants and agreements contained in Sections 5, 76, 8, this Section 10 9, 11 and Sections 12, 13and the provisions of Sections 13 through 18, 14 and 15 inclusive, hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 9 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Units to and by the Underwriters. The representations contained in Section 1 and 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, 9, this Section 10 11 and Sections 12, 13, 14 15 and 15 16 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 1211, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations ------------------------------------------ and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Sections 5, 10, 14 and 15Section 7, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 8 hereof10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors directors, or any controlling Person person of the Company or by or on behalf of any Selling Stockholder or controlling person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof 1 and the covenants and agreements contained in Sections 5, 7, 89, this Section 10 10, 13(d) and Sections 12, 13, 14 and 15 hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 11 or 11 13 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Sections 5, 10, 14 Section 5 and 15Section 6, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof8, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereofperson thereof or by or on behalf of any Selling Stockholder or any controlling person of any Selling Stockholder, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section Sections 1 and 2 hereof and the covenants and agreements contained in Sections 56, 7, 8, this Section 10 8 and Sections 12, 13, 14 and 15 12(d) hereof also shall survive any the termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company or the Selling Stockholders submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15Section 7, the indemnity agreements contained in Section 7 9 and the contribution agreements contained in Section 8 hereof10, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or Selling Stockholder or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 1 and Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 89, this Section 10 and Sections 10, 12, 13, 14 13 and 15 18 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 11 or 11 13 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company Underwriters and the Underwriters Company contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including without limitation the agreements contained in Sections 56, 107, 14 and 158 hereof, the indemnity agreements contained in Section 7 10 hereof and the contribution agreements contained in Section 8 11 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof person of any Underwriter or by or on behalf of the Company, any of its officers and directors or any controlling Person thereofdirectors, and shall survive delivery of the Shares to and payment for the Securities to and Shares by the Underwriters. The representations contained in Section 2 3 hereof and the covenants and agreements contained in this Section 12 and Sections 56, 7, 8, this Section 10 10, 11 and Sections 12, 13, 14 and 15 14(d) hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive the termination of this Agreement if any Securities are purchased including pursuant to Section 13 or 14 hereof; provided, however, that if this AgreementAgreement is terminated pursuant to Section 13 or 14 hereof or if for any reason the purchase of the Shares by the Underwriters as contemplated hereunder is not consummated, the agreements contained in Sections 6 and 7 hereof shall not survive.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2Stanford Group Company _________________, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.2007

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters Underwriter contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 106, 14 and 15, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any the Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the UnderwritersUnderwriter. The representations and warranties contained in Section 2 hereof and Section 5 and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 and Sections 12, 139, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Sections 11. For the avoidance of doubt, in the event of termination the Underwriter will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 9 or 11 hereof. The representations and covenants contained 11below, in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreementcompliance with FINRA Rules 5110.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities Units to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company or any Subsidiary submitted pursuant hereto, including the agreements contained in Sections Section 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 4, 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Shareholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Sections Section 5, 10Section 6, 14 and 15Section 7, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or person thereof, by or on behalf of the Company, any of its officers and officers, directors or employees or any controlling Person thereof, person thereof or any Selling Shareholder and shall survive delivery of and acceptance of, and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 1 and Section 2 hereof and the covenants and agreements contained in Sections 56, 7, 8, this Section 10 8 and Sections 12, 13, 14 9 and 15 13(d) hereof also shall survive any the termination of this Agreement, including termination pursuant to Section 9 11 or 11 13 hereof. The representations A successor to any Underwriter, or to the Company or any Selling Shareholder, shall be entitled to the benefits of the indemnity, contribution and covenants reimbursement agreements contained in Sections 2, 3 Section 8 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this AgreementSection 9 hereof.

Survival of Representations and Agreements. All representations ------------------------------------------ and warranties, covenants and agreements of the Underwriters, the Company and the Underwriters Selling Stockholders contained in this Agreement or in certificates of officers of the Company submitted pursuant heretoAgreement, including the agreements contained in Sections 5, 10, 14 and 15Section 6, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person person thereof, or on behalf of the Selling Stockholders or any controlling person thereof, and shall survive delivery of and payment for the Securities Shares to and by the Underwriters. The representations contained in Section 1 and 2 hereof and the covenants and agreements contained in Sections 5, 76, 8, this Section 10 9 and Sections 12, 13, 14 and 15 12(d) hereof shall survive any the termination of this Agreement, including termination pursuant to Section 9 10 or 11 12 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.

Survival of Representations and Agreements. All representations and representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including including, without limitation, the agreements contained in Sections 5, 106, 14 and 15, the indemnity agreements contained in Section 7 8 and the contribution agreements contained in Section 8 hereof9, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers and or directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations and warranties contained in Section 2 hereof and Section 5 and the covenants and agreements contained in Sections 54, 76, 8, this Section 10 and Sections 12, 139, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Sections 11. For the avoidance of doubt, in the event of termination the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 9 or 11 hereof. The representations and covenants contained 11below, in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreementcompliance with FINRA Rules 5110.

Survival of Representations and Agreements. All representations and warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto, including the agreements contained in Sections 5, 10, 14 and 15, the indemnity agreements contained in Section 7 and the contribution agreements contained in Section 8 hereof, shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any Underwriter or any controlling Person thereof or by or on behalf of the Company, any of its officers and directors or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations contained in Section 2 hereof and the covenants and agreements contained in Sections 5, 7, 8, this Section 10 and Sections 12, 13, 14 and 15 hereof shall survive any termination of this Agreement, including termination pursuant to Section 9 or 11 hereof. The representations and covenants contained in Sections 2, 3 and 4 hereof shall survive termination of this Agreement if any Securities are purchased pursuant to this Agreement.