Common use of Underwriters’ Warrants Clause in Contracts

Underwriters’ 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.

Underwriters’ 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.

Underwriters’ 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.

Underwriters’ 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.

Underwriters’ 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.

Underwriters’ 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.

Underwriters’ Warrants. The Company has (a) In order to induce the corporate power and authority Underwriters 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 enter into this Agreement, the Company, enforceable against for consideration of $0.001 per warrant, shall execute and deliver to the Representative 60,000 five-year warrants (the "Underwriters' Warrants") to purchase 60,000 Units at an exercise price per Underwriters' Warrant equal to 120% of the public offering price of the Firm Units. Execution and delivery of the Underwriters' Warrants shall be made to the Representative at the Closing on the Closing Date. The Underwriters' Warrants shall be registered in the name of any underwriter or any officer thereof or any member of the selling group as specified by the Representative in writing to 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 at least two days before 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 StatesClosing Date. The Units cost of original issue tax stamps, if any, in connection with the execution and delivery of the Underwriters' Warrants shall be borne by the Company. (b) The term "Underwriters' Underlying Securities" shall include all Common Stock and Common Stock purchase warrants to be issued upon the exercise of Underwriters' Warrants. The Underwriters' Warrants shall not be redeemable by the Company and shall provide for adjustments in the number of shares of Underwriters' Underlying Securities into which such warrants may be exercised and to the exercise price thereof in order to prevent dilution in the event of subsequent splits, consolidations, mergers or other actions affecting the Common Stock. The Company shall reserve and at all times have available a sufficient number of shares of its Common Stock to be issued upon the exercise of the Underwriter’s Underwriters' Warrants or upon the exercise of the Underwriters' Underlying Securities. The Company shall not call for redemption or redeem any of the Underwriters' Underlying Securities prior to commencement of the Warrant Exercise Term, as defined herein, and then only upon such terms and provisions for notice as are applicable to redemption of the Securities sold in the offering. (c) The Company and the Representative agree that the Representative may designate that the Underwriters' Warrants be issued in varying amounts directly to itself, other underwriters, their respective officers or to members of the selling group. However, such 24 designation will only be made by the Representative if it determines and substantiates to the Company that such issuance will not violate the applicable rules of the NASD. The Representative and the Company agree that any transfers of the Underwriters' Warrants will only be made if they do not violate the registration provisions of the Act. (d) The Underwriters' Warrants may not be exercised or transferred (except as set forth in section (c) above) during the 12-month period following the Effective Date. Thereafter, until the fifth anniversary of the Effective Date (the “"Warrant Units”Exercise Term"), the Underwriters' Warrants shall be exercisable at the exercise price set forth in Section 11(a) 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 Underwriters' Warrants. If any of the Underwriters' Warrants against payment thereforare not exercised by 5:00 p.m. EST on the fifth anniversary of the Effective Date, will be validly issuedall such Underwriters' Warrants remaining unexercised shall expire. (e) At any time during the Warrant Exercise Term, fully paid the Representative or the holders of a majority of the Underwriters' Warrants, acting together, shall have the right to demand on one occasion that the Company (and nonassessablethe Company shall) prepare and file one Post- Effective Amendment to the Registration Statement or prepare and file a new registration statement, if then required under the Act, registering or qualifying for distribution to the public the Underwriters' Warrants, Underwriters' Underlying Securities and Common Stock issued or issuable upon exercise thereof. The Warrants underlying Company shall bear all expenses incurred in preparation and filing of any Post-Effective Amendment to the Warrant Units Registration Statement or new registration statement to be filed pursuant to this Section 11(e) including, without limitation, attorneys' fees, accounting and auditing fees, and printing and mailing expenses. The Company shall cause any such filing to remain effective for not less than ninety (90) days. (f) If at any time before the “Embedded Underwriter’s seventh anniversary of the Effective Date, the Company shall prepare and file one or more Post-Effective Amendments to the Registration Statement (which for purposes of this Section 11 shall include filings on Form 1-A under the 1934 Xxx) xx any new registration statement under the Act, in connection with any actual or planned distribution of equity or debt securities of the Company (including "shelf registrations" pursuant to Rule 415 of the Act), or in connection with actual or planned distributions of equity or debt securities previously issued by the Company to be sold by holders thereof, the Company shall include or cause to be included therein for registration or qualification for distribution the Underwriters' Warrants”, all issued and unissued Underwriters' Underlying Securities and all Common Stock issued or issuable upon exercise thereof. (g) have been duly authorized andNot less than thirty (30) days prior to the earlier of the proposed or actual filing date of any Post-Effective Amendment to the Registration Statement or any new registration statement as to which holders of Underwriters' Warrants, when Underwriters' Underlying Securities or Common Stock issued upon conversion thereof have piggyback registration rights pursuant to Section 11(f), the Company shall give written notice of such filing to each holder thereof. The Company's obligation to provide such written notice shall continue until the later of (i) registration of all Underwriters' Warrants, Underwriters' Underlying Securities and Common Stock issued or issuable upon exercise thereof, or (ii) the seventh anniversary of the Underwriter’s Warrants, will constitute valid and binding obligations Effective Date. Within not more than twenty (20) days following receipt of any such notice from the Company, enforceable against holders of 25 Underwriters' Warrants and Underwriters' Underlying Securities shall give written notice to the Company of the quantity and description of securities that such holder wishes to be registered or qualified for distribution under the proposed Post-Effective Amendment to the Registration Statement or new registration statement. The Company shall bear all expenses and fees incurred in accordance connection 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, preparation and (B) as enforceability filing of any indemnification Post-Effective Amendment to the Registration Statement or contribution provision may be limited under the federal and state securities laws in the United Statesany new registration statement. The Common Shares underlying the Warrant Units and the Embedded Underwriter’s Warrants Company shall cause any such filing to remain effective for not less than ninety (the “Underwriter Warrant Shares”90) 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 Statementdays.