Common use of Underwriter’s Warrants Clause in Contracts

Underwriter’s Warrants. The Company has the corporate power and authority to issue the Underwriter’s Warrants (as defined in Section 4(f) below) and to perform its obligations thereunder. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued upon exercise of the Underwriter’s Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriter’s Warrants. The In consideration of the agreement of the Underwriter to act as Underwriter, and upon payment of a purchase price of $100.00, on the First Closing Date the Company has the corporate power will issue and authority deliver to issue the Underwriter’s , for its account, the Underwriter's Warrants to purchase Shares in an amount equal to ten percent (as defined 10%) of the number of Firm Shares purchased by the Underwriter in Section 4(f) below) and to perform its obligations thereunderthe offering. The Underwriter’s 's Warrants shall be issued on the First Closing Date and shall be dated as of the Effective Date. The Underwriter's Warrants shall be exercisable commencing one year after the Effective Date and for a period of five years after the Effective Date at a price equal to 120% of the Price to Public per Share set forth on the cover page of the Prospectus. As to other terms, the Underwriter's Warrants shall be in form and substance substantially the same as APPENDIX B hereto. The Company represents and warrants that the Underwriter's Warrants have been duly authorized and, when granted and constitute valid delivered in accordance with the terms hereof, will be valid, binding and binding enforceable obligations of the Company, enforceable against except insofar as indemnification and contribution provisions may be limited by applicable law or the Company in accordance with their terms public policies underlying such law and except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance or similar laws of relating to or affecting creditors' rights generally or by general applicability affecting equitable principles; the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued Warrant Shares issuable upon exercise of the Underwriter’s 's Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, issuance upon exercise; and when issued to upon receipt by the holder(s) Company of the Underwriter’s Warrants consideration for such securities in accordance with the terms of the Underwriter’s Warrants against payment therefor's Warrants, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) Shares shall have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriter’s Warrants. The Company has In consideration of the corporate power and authority agreement of the Underwriter to issue act as the Underwriter’s , and upon payment of a purchase price of $100.00, on the First Closing Date the Company will issue and deliver to the Underwriter, for its account, the Underwriter's Warrants to purchase shares of Common Stock in an amount equal to ten percent (10%) of the number of Firm Units sold by the Company and purchased by the Underwriter in the offering. Such Underwriter's Warrants shall be issued on and dated as defined in Section 4(f) below) and to perform its obligations thereunderof the First Closing Date. The Underwriter’s 's Warrants shall be exercisable commencing one year after the Effective Date for a period of three years thereafter at a price equal to 120% of the Price to Public per Unit set forth on the cover page of the Prospectus. As to other terms, the Underwriter's Warrants shall be in form and substance substantially the same as Appendix B hereto. The Company represents and warrants that the Underwriter's Warrants have been duly authorized and, when granted and constitute valid delivered in accordance with the terms hereof, will be valid, binding and binding enforceable obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable the application of bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws of general applicability affecting the rights of creditors generallygenerally and by judicial limitations on the right of specific performance, and (B) except as the enforceability of any the indemnification or contribution provision provisions thereof may be limited under affected by applicable law or the federal and state public policies underlying such law; the securities laws in the United States. The Units to be issued issuable upon exercise of the Underwriter’s 's Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, issuance upon exercise; and when issued to upon receipt by the holder(s) Company of the Underwriter’s Warrants consideration for such securities in accordance with the terms of the Underwriter’s Warrants against payment therefor's Warrants, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) Shares shall have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriter’s Warrants. The Company has form of the corporate power certificate representing Underwriter's Warrants (and authority the form of election to issue purchase shares of Preferred Stock upon the exercise of Underwriter's Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Warrant Agreement. Each Underwriter's Warrant shall entitle the Holder to purchase one fully paid and non-assessable share of Preferred Stock at an initial purchase price of $16.00 per share from ______________, 1999 until 5:00 P.M. New York time on _____________, 2003 at which time the Underwriter’s 's Warrants (as defined in Section 4(f) below) and to perform its obligations thereundershall expire. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations exercise price of the Company, enforceable against Underwriter's Warrants and the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws number of general applicability affecting shares of Preferred Stock issuable upon the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued upon exercise of the Underwriter’s 's Warrants (are subject to adjustment, whether or not the “Warrant Units”) Underwriter's Warrants have been duly authorized exercised, in the manner and reserved for issuanceupon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein by reference and when issued made a part hereof as if set forth in its entirety herein. Subject to the holder(s) provisions of this Agreement and upon issuance of the Underwriter’s Warrants 's Warrants, each registered holder of such Underwriter's Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Preferred Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Underwriter's Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessableWarrant Agreement. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon Upon exercise of the Underwriter’s 's Warrants, will constitute valid the Company shall forthwith issue to the registered holder of any such Underwriter's Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Preferred Stock so purchased. Except as otherwise provided herein and binding obligations in Section 6.1 hereof, the Underwriter's Warrants shall be governed in all respects by the terms of the CompanyWarrant Agreement. The Underwriter's Warrants shall be transferable in the manner provided in the Warrant Agreement, enforceable against and upon any such transfer, a new Underwriter's Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company in accordance with their terms except (A) as such enforceability may be limited will send to each Holder, irrespective of whether or not the Underwriter's Warrants have been exercised, any and all notices required by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise Agreement to be sent to holders of the Underwriter’s Warrants and Embedded Underwriter’s 's Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriter’s Warrants. The Company has form of the corporate power certificate representing Underwriter's Warrants (and authority the form of election to issue purchase shares of Common Stock upon the exercise of Underwriter's Warrants and the form of assignment printed on the reverse thereof) shall be substantially as set forth in Exhibit "A" to the Warrant Agreement. Each Underwriter's Warrant shall entitle the Holder to purchase one fully paid and non-assessable share of Common Stock at an initial purchase price of $24.00 per share from ______________, 1999 until 5:00 P.M. New York time on _____________, 2003 at which time the Underwriter’s 's Warrants (as defined in Section 4(f) below) and to perform its obligations thereundershall expire. The Underwriter’s Warrants have been duly authorized and constitute valid and binding obligations exercise price of the Company, enforceable against Underwriter's Warrants and the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws number of general applicability affecting shares of Common Stock issuable upon the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued upon exercise of the Underwriter’s 's Warrants (are subject to adjustment, whether or not the “Warrant Units”) Underwriter's Warrants have been duly authorized exercised, in the manner and reserved for issuanceupon the occurrence of the events set forth in Section 8 of the Warrant Agreement, which is hereby incorporated herein by reference and when issued made a part hereof as if set forth in its entirety herein. Subject to the holder(s) provisions of this Agreement and upon issuance of the Underwriter’s Warrants 's Warrants, each registered holder of such Underwriter's Warrant shall have the right to purchase from the Company (and the Company shall issue to such registered holders) up to the number of fully paid and non-assessable shares of Common Stock (subject to adjustment as provided herein and in the Warrant Agreement), free and clear of all preemptive rights of stockholders, provided that such registered holder complies with the terms governing exercise of the Underwriter's Warrant set forth in the Warrant Agreement, and pays the applicable exercise price, determined in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessableWarrant Agreement. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon Upon exercise of the Underwriter’s 's Warrants, will constitute valid the Company shall forthwith issue to the registered holder of any such Underwriter's Warrant in his name or in such name as may be directed by him, certificates for the number of shares of Common Stock so purchased. Except as otherwise provided herein and binding obligations in Section 6.1 hereof, the Underwriter's Warrants shall be governed in all respects by the terms of the CompanyWarrant Agreement. The Underwriter's Warrants shall be transferable in the manner provided in the Warrant Agreement, enforceable against and upon any such transfer, a new Underwriter's Warrant Certificate shall be issued promptly to the transferee. The Company covenants to, and agrees with, the Holder(s) that without the prior written consent of the Holder(s), which will not be unreasonably withheld, the Warrant Agreement will not be modified, amended, canceled, altered or superseded, and that the Company in accordance with their terms except (A) as such enforceability may be limited will send to each Holder, irrespective of whether or not the Underwriter's Warrants have been exercised, any and all notices required by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise Agreement to be sent to holders of the Underwriter’s Warrants and Embedded Underwriter’s 's Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriter’s Warrants. The In consideration of the agreement of the Underwriter to act as Underwriter, and upon payment of a purchase price of $100.00, on the First Closing Date the Company has the corporate power will issue and authority deliver to issue the Underwriter’s , for its account, the Underwriter's Warrants to purchase Units in an amount equal to ten percent (as defined 10%) of the number of Firm Units purchased by the Underwriter in Section 4(f) below) and to perform its obligations thereunderthe offering. The Underwriter’s 's Warrants shall be issued on the First Closing Date and shall be dated as of the Effective Date. The Underwriter's Warrants shall be exercisable commencing one year after the Effective Date and for a period of five years after the Effective Date at a price equal to 120% of the Price to Public per Share set forth on the cover page of the Prospectus. As to other terms, the Underwriter's Warrants shall be in form and substance substantially the same as APPENDIX B hereto. The Company represents and warrants that the Underwriter's Warrants have been duly authorized and, when granted and constitute valid delivered in accordance with the terms hereof, will be valid, binding and binding enforceable obligations of the Company, enforceable against except insofar as indemnification and contribution provisions may be limited by applicable law or the Company in accordance with their terms public policies underlying such law and except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance or similar laws of relating to or affecting creditors' rights generally or by general applicability affecting equitable principles; the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Units to be issued Warrant Shares issuable upon exercise of the Underwriter’s 's Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, issuance upon exercise; and when issued to upon receipt by the holder(s) Company of the Underwriter’s Warrants consideration for such securities in accordance with the terms of the Underwriter’s Warrants against payment therefor's Warrants, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) Shares shall have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms except (A) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws of general applicability affecting the rights of creditors generally, and (B) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws in the United States. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants (the “Underwriter Warrant Shares”) have been duly authorized and reserved for issuance and, upon issuance following exercise of the Underwriter’s Warrants and Embedded Underwriter’s Warrants, as the case may be, will be validly issued, fully paid and non-assessable, and the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer (except for applicable transfer restrictions under the Securities Act and any applicable state securities laws). The offering and issuance of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and the Underwriter Warrant Shares (collectively, the “Underwriter Securities”) have been duly registered in the Registration Statement.

Underwriter’s Warrants. The Company has On the corporate power and authority to issue the Underwriter’s Warrants Closing Date (as defined in Section 4(fherein), the Company shall further issue and sell to you or, at your direction, to your bona fide officers and directors, warrants entitling the holders thereof to purchase 75,000 shares of Common Stock (the "Underwriter's Warrants") below) and to perform its obligations thereunderfor a purchase price of $.001 per Underwriter's Warrant. The Underwriter’s 's Warrants are exercisable at any time during the five year period commencing on the effective date of the Registration Statement (the "Term"), at a price of $6.00 per share (i.e., 120% of the public offering price). For a period of one (1) year after the effective date of the Registration Statement, the Underwriter's Warrants and underlying securities may not be sold, assigned, transferred, pledged or hypothecated except to officers of the Underwriter or members of the selling group. Such transfers will only be made if they do not violate the registration provisions of the Securities Act. The total number of Underwriter's Warrants which may be purchased will be ten percent (10%) of the number of Firm Shares sold in the offering. The Underwriter's Warrants shall contain terms and provisions as set forth more particularly in the Underwriter's Warrant Agreement including, but not limited to, provisions protecting the holders against dilution by reason of the issuance of securities below the exercise price, stock dividends, stock splits, combinations, recapitalizations, mergers and consolidations or otherwise and such other terms as are agreed upon by the Company and you. As provided in the Underwriter's Warrant Agreement, you may designate that the Underwriter's Warrants be issued in varying amounts directly to your officers and not the Underwriters, and to other underwriters, if any, and their designees. Such designation will be made by you only if you determine that such issuances would not violate the interpretation of the Board of Governors of the NASD relating to the review of corporate financing arrangements. At any time during the Term, other than at a time when the Warrant Securities (as defined below) are already covered for sale or resale by an effective and current registration statement that permits the method of distribution desired by the holders thereof, the Underwriters or the then holders of a majority of the then outstanding Underwriters' Warrants and shares of Common Stock issued upon the exercise of the Underwriters' Warrants (collectively, the "Warrant Securities"), shall have been duly authorized the right to require the Company (i) to prepare and constitute valid file with the Commission up to two new registration statements under the Securities Act (or, in lieu of either, a post-effective amendment or amendments to the Registration Statement, if then permitted under the Securities Act), covering all or any portion of the Warrant Securities and binding obligations to use its best efforts to obtain promptly and maintain the effectiveness thereof for at least one hundred twenty (120) days and (ii) to register or qualify the subject Warrant Securities for sale in up to ten (10) states identified by the Underwriters or such holders. The Company shall bear all expenses, other than expenses of the Underwriter counsel, incurred in the preparation and filing of the first such registration statement or post-effective amendment (and related state registrations, to the extent permitted by applicable law) and the furnishing of copies of the preliminary and final prospectus thereof to the Underwriters or such holders of Warrant Securities. The expenses of any second such registration statement or post-effective amendment (and matters attendant thereto) shall be borne by the Underwriters or the holders requiring the same. In addition, if at any time during the five years after the effective date of the Registration Statement, the Company shall prepare and file one or more post-effective amendments to the Registration Statement, or new registration statements under the Securities Act, with respect to a public offering of equity or debt securities of the Company, enforceable against or of any such securities of the Company held by its shareholders, the Company will include in accordance with their terms except (A) any such post-effective amendment such information as such enforceability may be limited required to permit a public offering of the Warrant Securities held by applicable bankruptcy, insolvency, reorganization the Underwrites and their designees or similar laws of general applicability affecting the rights of creditors generallytransferees or will include in any such new registration statement such information as is required, and (B) such number of Warrant Securities held by the Underwriters and its designees or transferees as enforceability of any indemnification or contribution provision may be limited under requested, to permit a public offering of the federal and state securities laws Warrant Securities so requested; provided, however, that if, in the United States. The Units to be issued upon exercise of the Underwriter’s Warrants (the “Warrant Units”) have been duly authorized and reserved for issuance, and when issued to the holder(s) of the Underwriter’s Warrants in accordance with the terms of the Underwriter’s Warrants against payment therefor, will be validly issued, fully paid and nonassessable. The Warrants underlying the Warrant Units (the “Embedded Underwriter’s Warrants”) have been duly authorized and, when issued upon exercise of the Underwriter’s Warrants, will constitute valid and binding obligations written opinion of the Company's managing underwriter, enforceable against if any, for such offering, the inclusion of the Warrant Securities requested to be registered, when added to the securities being registered by the Company, will exceed the maximum amount of the Company's securities which can be marketed without otherwise materially and adversely affecting the entire offering, then the Company may exclude from such offering all or any portion of the Warrant Securities requested to be so registered, but only if no securities are included in accordance such post-effective amendment or registration statement other than securities being sold for the account of the Company. Each holder of Warrant Securities for the account of which any such securities are included in such registration statement shall agree, if requested by the Company with their terms except (A) as such enforceability respect to an offering by the Company of its own securities, not to sell any other shares of Common Stock or securities through which Common Stock may be limited acquired, for a period of 90 days after the effective date of such post-effective amendment or new registration statement; provided that in no event shall the restriction imposed on such holders be greater than those required of other selling shareholders. The Company shall bear all fees and expenses incurred by applicable bankruptcy, insolvency, reorganization it in connection with the preparation and filing of such post-effective amendment or similar laws of general applicability affecting new registration statement. In the rights of creditors generally, and (B) as enforceability event of any indemnification such proposed registration, the Company shall furnish the then holders of outstanding Warrant Securities with not less than thirty (30) days' written notice prior to the proposed date of filing of such post-effective amendment or contribution provision may new registration statement. Such notice shall continue to be limited under given by the federal and state securities laws in Company to such holders of outstanding Warrant Securities until such time as all of the United StatesWarrant Securities have been registered. The Common Shares underlying holders of the Warrant Units and Securities shall exercise the Embedded Underwriter’s Warrants "piggy-back" rights provided for herein by giving written notice, within twenty (the “Underwriter Warrant Shares”20) have been duly authorized and reserved for issuance and, upon issuance following exercise days of receipt of the Underwriter’s Company's notice of its intention to file a post-effective amendment or new registration statement. The Underwriters' Warrants and Embedded Underwriter’s Warrants, as shall be transferable after one year from the case may be, will be validly issued, fully paid and non-assessable, and effective date of the issuance of such Common Stock is free of statutory and contractual preemptive rights, resale rights, rights of first refusal and restrictions upon voting and transfer Registration Statement pursuant to available exemptions from registration (except for applicable transfer restrictions if not otherwise covered by an effective registration statement) under the Securities Act and any applicable state securities laws). The offering and issuance Act, provided, however, that the Underwriters' Warrant may not be transferred to a direct competitor of the Underwriter’s Warrants, Warrant Units, Embedded Underwriter’s Warrants and Company without the Underwriter Warrant Shares (collectivelyCompany's prior written consent. Further, the “Underwriter Securities”) have been duly registered in the Registration StatementUnderwriters will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or otherwise necessary to make any such statement therein not misleading.