Common use of Due Diligence Review Clause in Contracts

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: (i) provide, a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investors, advisors to and representatives of the Investor Investors (who may or may not be affiliated with the Investor Investors and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor Investors pursuant to the Registration Statement, any Supplemental Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the InvestorInvestors, advisors to or representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investors' advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investors. Nothing herein shall require the Company to disclose nonpublic information to the Investors or their advisors or representatives, and the Company represents that it does not disseminate nonpublic information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investors and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by and such persons or entities), which, if not disclosed in the Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4 shall providebe construed to mean that such persons or entities other than the Investors (without the written consent of the Investors prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement and the Purchase Agreement; provided, however, that in no event shall the Investor's advisors or representatives disclose to the Investors the nature of the specific event or circumstances constituting any nonpublic information discovered by such advisors or representatives in the course of their due diligence without the written consent of the Investors prior to disclosure of such information. The Investors' advisors or representatives shall make complete disclosure to the Investors' independent counsel of all events or circumstances constituting nonpublic information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investor's independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto; provided, however, that such consultation shall not constitute the advice of the Company's independent counsel to the Investors as to the accuracy of the Registration Statement and related Prospectus. In the event after such consultation the Investors' independent counsel reasonably believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) the Company shall file with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investors, as promptly as practicable, with copies of the Registration Statement and related Prospectus, as so amended, or cause its Authorized Law Firm and Authorized Auditor to provide (b) if the Company disputes the existence of any one such material misstatement or more of the following: omission, (i) a copy of the Company's independent counsel shall provide the Investor's independent counsel with an opinion stating that nothing has come to their respective liability insurance policies, (ii) a letter signed by attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated Prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion, contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related Prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) a schedule setting forth in the fully diluted capitalization event the dispute relates to the adequacy of financial disclosure and the Investors shall reasonably request, the Company's independent auditors shall provide to the Company a letter outlining the performance of such "agreed upon procedures" as of shall be reasonably requested by the date of Investors and the schedule (Company shall provide the “Capitalization Schedule”), along Investors with a signed certification from an authorized officer copy of the Company certifying that each such schedule is true and correct as of the date thereofletter.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”)Agent, advisors to and representatives of the Investor Agent (who may or may not be affiliated with the Investor and who are reasonably acceptable to the CompanyAgent), any underwriter participating in any disposition of Common Stock on behalf of the Investor Investors pursuant to the Registration Statement, any Supplemental Registration Statement, such registration statement or amendments amendment or supplements supplement thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor Agent or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor Agent and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. The Company shall not disclose non-public information to the Investors, advisors to or representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Investors' advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investors. Nothing herein shall require the Company to disclose non-public information to the Investors, their respective advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investors and underwriters, if any, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the 12 Investors (without the written consent of the Investors prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that in no event shall the Investors' advisors or representatives disclose to the Investors the nature of the specific event or circumstances constituting any non-public information discovered by such advisors or representatives in the course of their due diligence (without the written consent of the Investors prior to disclosure of such information). The Investors' advisers or representatives shall make complete disclosure to the Investors' independent counsel of all events or circumstances constituting non-public information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon request by receipt of such disclosure, the Investors' independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto. In the event after such consultation the Investors' independent counsel believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (x) the Company shall file with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, as promptly as practicable with copies of the Registration Statement and related prospectus, as so amended, (y) if the Company shall providedisputes the existence of any such material misstatement or omission, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: (i) a copy of the Company's independent counsel shall provide the Investors' independent counsel with an opinion stating that nothing has come to their respective liability insurance policies, (ii) a letter signed by attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investors shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investors and the Company shall provide the Investors with a copy of such letter, or (z) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (y) above to the Investors, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investors' independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investors the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) this Agreement shall be suspended for an additional period of up to thirty (30) days; provided, however, that at 13 the end of such sixty (60) day period, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide the Company's independent counsel opinion referenced above, or (iii) the obligation of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer Investors to purchase shares of the Company certifying that each such schedule is true and correct as of the date thereofCommon Stock pursuant to this Agreement shall terminate.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the CompanyInvestor), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, such registration statement or amendments amendment or supplements supplement thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and to confirm the accuracy of the Registration Statement. Upon request by The Company shall not disclose non-public information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investor and such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose non-public information to the Investor, its respective advisors or representatives, and the Company represents that it does not disseminate non-public information to any investor who purchases stock in the Company in a public offering, to money managers or to securities analysts; PROVIDED, HOWEVER, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and underwriters, if any, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement, would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.2 shall limit the Investor's respective advisors or representatives from obtaining or receiving non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such advisors or representatives from notifying the Company of their opinion that based on such due diligence, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading; PROVIDED, HOWEVER, that in no event shall the Investor's advisors or representatives disclose to the Investor the nature of the specific event or circumstances constituting any non-public information discovered by such advisors or representatives in the course of their due diligence (without the written consent of the Investor prior to disclosure of such information). The Investor's advisors or representatives shall make complete disclosure to the Investor's independent counsel, if any, of all events or circumstances constituting non-public information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investor's independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto. In the event after such consultation the Investor's independent counsel believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (x) the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more as promptly as practicable with copies of the following: Registration Statement and related prospectus, as so amended, (y) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of the Company's independent counsel shall provide the Investor's independent counsel with an opinion stating that nothing has come to their respective liability insurance policies, (ii) a letter signed by attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (z) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (y) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) this Agreement shall be suspended for an additional period of up to thirty (30) days; provided, however, that at the end of such sixty (60) day period, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide the Company's independent counsel opinion referenced above, or (iii) the obligation of the schedule (Investor to purchase the “Capitalization Schedule”), along with a signed certification from an authorized officer Convertible Debenture or shares of the Company certifying that each such schedule is true and correct as of the date thereofCommon Stock pursuant to this Agreement shall terminate.

Due Diligence Review. The Company Prior to the execution and delivery of the Combination Agreement, RVI and its authorized representatives, accountants and counsel shall be permitted to make available a full and complete investigation of the business, properties, contracts, leases, financial condition and prospects of API and shall have full access to the books, records, financial statements, all regulatory filings, audit work papers (to the extent possible) and other information relating to API, including without limitation access to API's customers and vendors to the extent that RVI or its agents may request in order for inspection RVI to conduct and complete to its satisfaction its due diligence review by of the Investor (affairs and condition, financial and otherwise, of API. Such investigation shall be conducted during business hours and will be conducted in such a manner as to disrupt API's operations to the “Due Diligence Review”)least extent possible. Notwithstanding the foregoing, advisors RVI shall have a continuing right to review such books, records and operations at such times up to and representatives of including the Investor (who may or may not be affiliated with the Investor Final Approval. API and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such its authorized representatives, advisors and underwriters and their respective accountants and attorneys counsel shall cooperate fully in such investigation. RVI and its agents shall agree to conduct initial use their best efforts to keep confidential all non-public information supplied to it by API and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverageagents. Prior to filing the initial Registration Statementexecution and delivery of the Combination Agreement, API and its authorized representatives, accountants and counsel shall be permitted to make a full and complete investigation of the Company business, properties, contracts, leases, financial condition and prospects of RVI and shall provide have full access to the Investor books, records, financial statements, all regulatory filings, audit work papers (ito the extent possible) a schedule setting forth all and other information relating to RVI that API or its agents may request in order for API to conduct and complete to its satisfaction its due diligence review of the Indebtedness affairs and condition, financial and otherwise, of RVI. Such investigation shall be conducted during business hours. Notwithstanding the Company as of the date of the schedule (“Schedule of Indebtedness”) foregoing, API shall have a continuing right to review such books, records and (ii) a schedule setting forth the operations at such times up to and including Final Approval. RVI shall cause its authorized representatives, accountants and counsel to cooperate fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each in such schedule is true investigation. API and correct as of the date thereofits agents shall agree to use their best efforts to keep confidential all non-public information supplied to it by RVI and its agents.

Due Diligence Review. The Company shall make available for inspection and review by (i) During the Investor (the “Due Diligence Review”), advisors to Period and representatives between the date of this Agreement and the earlier of the Investor Closing Date or the termination of this Agreement, Paladin OP shall, and shall cause the Subsidiaries, to (who may or may not be affiliated with A) afford the Investor Buyer Parties and who are reasonably acceptable their respective Representatives, following reasonable advance notice from Parent to Paladin OP, reasonable access during normal business hours to their officers, employees, agents, the Company)Properties, offices, Contracts, Business Books and Records of any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, Subsidiaries and all other corporate documents financial, operating and properties other data and information relating to Paladin OP or any of the Company Subsidiaries and as Parent may be reasonably necessary for request, (B) permit the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters Buyer Parties and their respective accountants Representatives to make copies and attorneys inspections thereof as Parent may reasonably request, and (C) make available to the Buyer Parties and their respective Representatives all information concerning the business, Properties, Contracts, assets, liabilities, personnel and other aspects of the Paladin Parties as Parent and its Representatives may reasonably request. Without limiting the foregoing, the Buyer Parties and their respective Representatives shall have the right to conduct initial appraisal and ongoing due diligence with respect to the Company environmental and the accuracy engineering inspections of each of the Registration StatementProperties; provided, however, that neither the Buyer Parties nor their respective Representatives shall have the right to perform any invasive testing procedure on any building or Property, except as agreed to in writing by Paladin OP, which consent shall not be unreasonably withheld or delayed; provided that Parent shall agree that the Buyer Parties shall repair all damages not otherwise insured that are directly caused by such testing. Upon request by Notwithstanding the Investorforegoing, neither the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide Buyer Parties nor any one or more of the following: (i) a copy of their respective liability insurance policiesRepresentatives shall (I) contact or have any discussions with any JV Partners or any of their Representatives, (ii) a letter signed by unless in each case Parent obtains the law firm prior consent of Paladin OP, which shall not be unreasonably withheld or audit firmdelayed; provided, respectively, whereby that such firm represents prohibitions shall not apply to contacts or discussions not related to the Investor Partnership Merger and shall not be applicable to contacts and discussions with the Paladin Parties’ executive officers or their financial advisors, or (II) damage any Property or any portion thereof. Parent shall schedule and coordinate all inspections with Paladin OP and shall give Paladin OP at least two (2) Business Days’ prior written notice thereof, setting forth the inspection that it Parent or its Representatives intend to conduct. Paladin OP shall be entitled to have Representatives present at all times during any inspection. Notwithstanding the foregoing, none of the Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of any of the Subsidiaries, so long as Paladin OP has an Authorized Legal Liability Policy taken all reasonable steps to permit inspection of or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to disclose such coverage and (iii) information on a letter, binder, endorsement basis that does not jeopardize such attorney-client privilege or similar document signed by the law firm’s liability insurance carrier contravene any Law or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents confidentiality provisions of any binding agreement entered into prior to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of this Agreement (provided, that upon the schedule (“Schedule request of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization Parent, each of the Company as Subsidiaries shall use its reasonable best efforts to obtain consent from the applicable third party or enter into a customary joint defense agreement, if applicable, to enable the disclosure of the date of the schedule (the “Capitalization Schedule”such information), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), or any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Statement or the Warrant Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA sky or other filing, NASD filing all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such reasonably related to the Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall provide, or cause its Authorized Law Firm and Authorized Auditor require the Company to provide any one or more of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents disclose nonpublic information to the Investor or its advisors or representatives, provided, however, that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policynotwithstanding anything herein to the contrary, as applicable, which covers the Company will immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by and such persons or entities), which, if not disclosed in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor Prospectus included in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the Company statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall provide be construed to mean that such persons or entities other than the Investor (i) a schedule setting forth all without the written consent of the Indebtedness Investor prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement. In the event that the Investor's independent counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.circumstances in which they were

Due Diligence Review. The Company shall make available for inspection Purchaser represents, warrants, covenants and review by the Investor (the “Due Diligence Review”)agrees, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of itself and its Affiliates, that it and its representatives and agents have made all inspections and investigations of the Investor Business and the Purchased Assets deemed necessary by Purchaser. Accordingly, Purchaser is purchasing the Purchased Assets based on the results of such inspections and investigations and on the representations and warranties of the Selling Parties set forth in this Agreement or in the Transaction Agreements. In light of these inspections and investigations and the representations and warranties made to Purchaser by Seller in ARTICLE 4 hereof, Purchaser is relinquishing any right to any claim based on any representations and warranties other than those specifically included in ARTICLE 4 hereof, the Transaction Agreements and the certificates and other documents delivered pursuant hereto and thereto. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in ARTICLE 4 hereof and of the Selling Parties in the Transaction Agreements. Purchaser acknowledges that no Selling Party has made nor is making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in ARTICLE 4, and that it is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in ARTICLE 4. Purchaser acknowledges and agrees that upon the Closing, the Selling Parties shall sell and convey to Purchaser and Purchaser shall accept the Purchased Assets “as is, where is, with all faults,” except to the Registration Statementextent expressly provided otherwise in this Agreement. Further, Purchaser acknowledges and agrees that the only Governmental Approvals that are included in the Purchased Assets are those listed in Schedule 1.1(d) hereto and that it is Purchaser’s responsibility to apply for any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as Governmental Approvals that may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter required in connection with such Registration Statement (includingthe development, without limitation, in response to all questions and other inquiries reasonably made manufacture or submitted by any of them), prior to and from time to time after the filing and effectiveness commercialization of the Registration Statement for Products that are not included in the sole purpose of enabling Purchased Assets. Notwithstanding the Investor and such representativesforegoing, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investornothing in this Section 12.20 shall prevent, the Company shall providelimit, or cause its Authorized Law Firm and Authorized Auditor otherwise restrict Purchaser’s ability to provide any one or more of the following: (i) assert a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereofclaim for Fraud.

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), or any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Statement or the Warrant Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA sky or other filing, NASD filing all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such reasonably related to the Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose nonpublic information to the Investor or its advisors or representatives, PROVIDED, however, that notwithstanding anything herein to the contrary, the Company will immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by and such persons or entities), which, if not disclosed in the Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement. In the event that the Investor's independent counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) unless a suspension pursuant to Section 2.5(a)(iii) is in effect, the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more as promptly as practicable, with copies of the following: Registration Statement and related Prospectus, as so amended, (b) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of their respective liability insurance policies, (ii) the Company's independent counsel shall provide the Investor's independent counsel with a letter signed by stating that nothing has come to their attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated Prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion, contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related Prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (c) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (b)(i) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) the Investor's obligation to purchase during the relevant Investment Period shall be suspended as if the Company had provided notice pursuant to Section 2.5(a)(iii) until such dispute is resolved. The Investor hereby agrees to hold harmless the Company's independent auditors from any liability that may arise out of the schedule delivery of an "agreed upon procedures" letter pursuant to clause (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereofb)(ii) above.

Due Diligence Review. The Company shall make available for inspection Purchaser represents, warrants, covenants and review by the Investor (the “Due Diligence Review”)agrees, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of itself and its Affiliates, that it and its representatives and agents have made all inspections and investigations of the Investor Business and the Purchased Assets deemed necessary by Purchaser. Accordingly, Purchaser is purchasing the Purchased Assets based on the results of such inspections and investigations and on the representations and warranties of the Selling Parties set forth in this Agreement or in the Transaction Agreements. In light of these inspections and investigations and the representations and warranties made to Purchaser by Seller in ARTICLE 4 hereof, Purchaser is relinquishing any right to any claim based on any representations and warranties other than those specifically included in ARTICLE 4 hereof, the Transaction Agreements and the certificates and other documents delivered pursuant hereto and thereto. Any claims Purchaser may have for breach of representation or warranty shall be based solely on the representations and warranties of Seller set forth in ARTICLE 4 hereof and of the Selling Parties in the Transaction Agreements. Purchaser acknowledges that no Selling Party has made nor is making any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except as provided in ARTICLE 4, and that it is not relying and has not relied on any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied, except for the representations and warranties in ARTICLE 4. Purchaser acknowledges and agrees that upon the Closing, the Selling Parties shall sell and convey to Purchaser and Purchaser shall accept the Purchased Assets “as is, where is, with all faults,” except to the Registration Statementextent expressly provided otherwise in this Agreement. Further, Purchaser acknowledges and agrees that the only Governmental Approvals that are included in the Purchased Assets are those listed in Schedule 1.1(d) hereto and that it is Purchaser’s responsibility to apply for any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as Governmental Approvals that may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter required in connection with the development, manufacture or commercialization of the Products that are not included in the Purchased Assets. Notwithstanding the foregoing, nothing in this Section 12.20 shall prevent, limit, or otherwise restrict Purchaser’s ability to assert a claim for Fraud. 12.21 Parent Undertaking. Parent hereby agrees to cause Purchaser to perform its obligation to pay the Purchase Price at the Closing in accordance with Section 2.1. The foregoing undertaking 59 shall remain in full force and effect until, and Parent’s obligations under this Section 12.21 shall automatically terminate upon, the satisfaction or termination of such Registration Statement (including, without limitation, obligation of Purchaser in response accordance with this Agreement. Parent shall be entitled to all questions and other inquiries reasonably made or submitted by any of them), prior defenses against this undertaking that would be available to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration StatementPurchaser. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: (i) [Signatures Follow on a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.Separate Page]

Due Diligence Review. The Company shall make available for inspection Purchaser has conducted its own independent investigation, review and review by the Investor (the “Due Diligence Review”), advisors to and representatives analysis of the Investor (who may or may not be affiliated with the Investor business, operations, assets, liabilities, results of operations, financial condition and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties prospects of the Company as may be reasonably necessary Group, which investigation, review and analysis was done by Purchaser and its Affiliates and Representatives. Purchaser acknowledges that it and its Representatives have been provided adequate access to the personnel, properties, premises and records of the Company Group for such purpose. Purchaser acknowledges that it has inspected and is knowledgeable of the purpose coal reserves that are included with the Leased Real Property. In entering into this Agreement, Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and has not relied on any factual representations, statement or opinions of such reviewthe Seller or its Representatives (except the specific representations and warranties of the Seller set forth in Article 5), including factual representations or opinions stated by the Seller or its Representatives, including any personnel of the Seller or the Company Group during the course of the independent investigation, whether given orally or in writing. Purchaser hereby acknowledges and agrees that other than the representations and warranties made in Article 5, none of the Seller, its Affiliates, or any of their respective officers, directors, employees, agents or other Representatives make or have made, and cause Purchaser has not relied and will not rely upon, any representation or warranty, express or implied, at law or in equity, with respect to the Company's officersCompany Group, directors and employees to supply all such information reasonably requested by the Investor Company Securities, the Subsidiary Securities, the assets of the Company Group or any such representativethe Business, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response as to all questions and other inquiries reasonably made (a) merchantability or submitted fitness for any particular use or purpose, (b) the operation of the Business by any of them), prior to and from time to time Purchaser after the filing and effectiveness Closing in any manner, or (c) the probable success or profitability of the Registration Statement for Company Group or Business after the sole purpose of enabling Closing. The coal reserves that are included with the Investor and such representativesLeased Real Property are accepted by Purchaser on an “AS IS” basis, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence there being no warranties or representations, either express or implied, including, without limitation, with respect to the Company and the accuracy mineability, washability or recoverability of the Registration Statementcoal, merchantability of the coal, fitness for a particular purpose, quality of the coal or quantity of the coal. Upon request With respect to any projection or forecast delivered by or on behalf of Seller or any of its Affiliates to Purchaser in connection with Purchaser’s due diligence investigation of the InvestorCompany Group, including, without limitation, the Company shall provideXxxxxxxx Xxxxxx Reports, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: Purchaser acknowledges that (i) a copy of their respective liability insurance policiesthere are uncertainties inherent in attempting to make such projections and forecasts, (ii) a letter signed by the law firm or audit firmit is familiar with such uncertainties, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letterit is taking full responsibility for making its own evaluation of the adequacy and accuracy of all such projections and forecasts so furnished to it, binderand (iv) it shall have no claim against any Person with respect thereto. None of the Seller, endorsement its Affiliates, or similar document signed by any of their respective officers, directors, managers, members, employees, agents or other Representatives will have or be subject to any liability or indemnification obligation to Purchaser or to any other Person resulting from the law firmdistribution to Purchaser, its Affiliates or Representatives, or Purchaser’s liability insurance carrier or the audit firm’s liability insurance carrieruse of, respectively, whereby such insurance carrier represents any information relating to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration StatementCompany Group, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness assets of the Company as Group or the Business or any information, documents or material made available to Purchaser, its Affiliates or Representatives whether orally or in writing, in certain “data rooms,” management presentations, functional “break-out” discussions, responses to questions submitted on behalf of Purchaser or in any other form during the independent investigation of Purchaser or otherwise in expectation of the date Contemplated Transactions. The Seller hereby acknowledges and agrees that except for the representations and warranties set forth in Article 6, none of the schedule (“Schedule Purchaser, its Affiliates or any of Indebtedness”) and (ii) a schedule setting forth their respective officers, directors, managers, members, employees or other Representatives make or have made any representation or warranty, whether express or implied, to the fully diluted capitalization of Seller with respect to Purchaser, its Affiliates or the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereofContemplated Transactions.

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Seller, advisors to and representatives of the Investor Seller (who may or may not be affiliated with the Investor Seller and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor Seller pursuant to the Registration Statement, any Supplemental Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA NASD or other filing, all financial SEC Documents and other records, all filings with the SEC, and all other corporate documents and properties of the Company SEC as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor Seller or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor Seller and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the InvestorSeller, advisors to or representatives of the Seller unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Seller, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Seller, their advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Seller. Nothing herein shall require the Company to disclose nonpublic information to the Seller or their advisors or representatives, and the Company represents that it does not disseminate nonpublic information to any Seller who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Seller and underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by and such persons or entities), which, if not disclosed in the Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 4 shall providebe construed to mean that such persons or entities other than the Seller (without the written consent of the Seller prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement and the Purchase Agreement; provided, however, that in no event shall the Seller's advisors or representatives disclose to the Seller the nature of the specific event or circumstances constituting any nonpublic information discovered by such advisors or representatives in the course of their due diligence without the written consent of the Seller prior to disclosure of such information. The Seller' advisors or representatives shall make complete disclosure to the Seller' independent counsel of all events or circumstances constituting nonpublic information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Seller's independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto; provided, however, that such consultation shall not constitute the advice of the Company's independent counsel to the Seller as to the accuracy of the Registration Statement and related Prospectus. In the event after such consultation the Seller' independent counsel reasonably believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) the Company shall file with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Seller, as promptly as practicable, with copies of the Registration Statement and related Prospectus, as so amended, or cause its Authorized Law Firm and Authorized Auditor to provide (b) if the Company disputes the existence of any one such material misstatement or more of the following: omission, (i) a copy of the Company's independent counsel shall provide the Seller's independent counsel with an opinion stating that nothing has come to their respective liability insurance policies, (ii) a letter signed by attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated Prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion, contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related Prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) a schedule setting forth in the fully diluted capitalization event the dispute relates to the adequacy of financial disclosure and the Seller shall reasonably request, the Company's independent auditors shall provide to the Company a letter outlining the performance of such "agreed upon procedures" as of shall be reasonably requested by the date of Seller and the schedule (Company shall provide the “Capitalization Schedule”), along Seller with a signed certification from an authorized officer copy of the Company certifying that each such schedule is true and correct as of the date thereofletter.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof. The Investor shall keep confidential and cause its representatives to keep confidential any and all information submitted by the Company and its representatives for the purpose of the Due Diligence Review.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: (i) provide, a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.. 25

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”)Agent, advisors to and representatives of the Investor Agent (who may or may not be affiliated with the Investor and who are reasonably acceptable to the CompanyAgent), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, such registration statement or amendments amendment or supplements supplement thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor Agent or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor Agent and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose non-public information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Investor' advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose non-public information to the Investor, their respective advisors or representatives, and the Company represents that it does not disseminate non-public information to any Investor who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and underwriters, if any, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that in no event shall the Investor' advisors or representatives disclose to the Investor the nature of the specific event or circumstances constituting any non-public information discovered by such advisors or representatives in the course of their due diligence (without the written consent of the Investor prior to disclosure of such information). The Investor' advisers or representatives shall make complete disclosure to the Investor' independent counsel of all events or circumstances constituting non-public information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investor' independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto. In the event after such consultation the Investor' independent counsel believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they 9 EXHIBIT 10.39, PAGE 9 OF 20 were made, not misleading, (x) the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more as promptly as practicable with copies of the following: Registration Statement and related prospectus, as so amended, (y) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of the Company's independent counsel shall provide the Investor' independent counsel with an opinion stating that nothing has come to their respective liability insurance policies, (ii) a letter signed by attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (z) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (y) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor' independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) this Agreement shall be suspended for an additional period of up to thirty (30) days; provided, however, that at the end of such sixty (60) day period, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide the Company's independent counsel opinion referenced above, or (iii) the obligation of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer Investor to purchase shares of the Company certifying that each such schedule is true and correct as of the date thereofCommon Stock pursuant to this Agreement shall terminate.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental the Warrant Registration Statement, Statement or the Additional Warrant Registration Statement or amendments or supplements thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose nonpublic information to the Investor or its advisors or representatives, and the Company represents that it does not disseminate nonpublic information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by and such persons or entities), which, if not disclosed in the Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement; provided, however, that in no event shall the Investor's advisors or representatives disclose to the Investor the nature of the specific event or circumstances constituting any nonpublic information discovered by such advisors or representatives in the course of their due diligence without the written consent of the Investor prior to disclosure of such information. The Investor's advisors or representatives shall make complete disclosure to the Investor's independent counsel of all events or circumstances constituting nonpublic information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investor's independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto; provided, however, that such consultation shall not constitute the advice of the Company's independent counsel to the Investor as to the accuracy of the Registration Statement and related Prospectus. In the event after such consultation the Investor's independent counsel reasonably believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more as promptly as practicable, with copies of the following: Registration Statement and related Prospectus, as so amended, (b) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of the Company's independent counsel shall provide the Investor's independent counsel with an opinion stating that nothing has come to their respective liability insurance policies, (ii) a letter signed by attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated Prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion, contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related Prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (c) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (b)(i) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) the obligation of the schedule (Investor to purchase shares of Common Stock pursuant to this Agreement shall terminate. The Investor hereby agrees to hold harmless the “Capitalization Schedule”), along with a signed certification Company's independent auditors from an authorized officer any liability that may arise out of the Company certifying that each such schedule is true and correct as delivery of the date thereofan "agreed upon procedures" letter pursuant to clause (b)(ii) above.

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose nonpublic information to the Investor or its advisors or representatives, and the Company represents that it does not disseminate nonpublic information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by any such persons or entities), which, if not disclosed in the Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement; provided, however, that in no event shall the Investor's advisors or representatives disclose to the Investor the nature of the specific event or circumstances constituting any nonpublic information discovered by such advisors or representatives in the course of their due diligence without the written consent of the Investor prior to disclosure of such information. The Investor's advisors or representatives shall make complete disclosure to the Investor's independent counsel of all events or circumstances constituting nonpublic information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investor's independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto; provided, however, that such consultation shall not constitute the advice of the Company's independent counsel to the Investor as to the accuracy of the Registration Statement and related Prospectus. In the event after such consultation the Investor's independent counsel reasonably believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more as promptly as practicable, with copies of the following: Registration Statement and related Prospectus, as so amended, (b) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of their respective liability insurance policiesand the dispute relates to information other than financial statements, (ii) schedules and other financial or statistical information included or incorporated by reference therein, the Company's independent counsel shall provide the Investor's independent counsel with a letter signed by (customary in form and scope as provided to an underwriter in an underwritten public offering) stating that, without independently checking the law firm accuracy or audit firmcompleteness of, respectivelyor otherwise verifying, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor any statements of fact contained in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, nothing has come to their attention that would lead them to believe that the Company shall provide to Registration Statement or the Investor (i) a schedule setting forth all of the Indebtedness of the Company related Prospectus, as of the date of such letter, contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related Prospectus or necessary to make the statements contained therein, in light of Indebtedness”) and the circumstances in which they were made, not misleading or (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (c) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the letter referenced in clause (b)(i) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel letter or a copy of the Company as letter of the date Company's independent auditors referenced above, as applicable, or (iii) the obligation of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer Investor to purchase shares of the Company certifying that each such schedule is true and correct as of the date thereofCommon Stock pursuant to this Agreement shall terminate.

Due Diligence Review. The Prior to the delivery of an Optional -------------------- Purchase Notice, or after the delivery of a Mandatory Purchase Notice or an Additional Purchase Notice pursuant to Section 2.5 herein, the Company shall make available for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, such registration statement or amendments amendment or supplements supplement thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose non-public information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of non-public information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose non-public information to the Investor, his advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non- public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement; provided, however, that in no event shall the Investor's advisors or representatives disclose to the Investor the nature of the specific event or circumstances constituting any non-public information discovered by such advisors or representatives in the course of their due diligence (without the written consent of the Investor prior to disclosure of such information). The Investor's advisors or representatives shall make complete disclosure to the Investor's independent counsel of all events or circumstances constituting non-public information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investor's independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto; provided, however, that such consultation shall not constitute the advice of the Company's independent counsel to the Investor as to the accuracy of the Registration Statement and related prospectus In the event after such consultation the Investor's independent counsel believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more as promptly as practicable with copies of the following: Registration Statement and related prospectus, as so amended, (b) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of the Company's independent counsel shall provide the Investor's independent counsel with an opinion stating that nothing has come to their respective liability insurance policies, (ii) a letter signed by attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (c) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (b)(i) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) the obligation of the schedule (Investor to purchase shares of Common Stock pursuant to this Agreement shall terminate. The Investor hereby agrees to hold harmless the “Capitalization Schedule”), along with a signed certification Company's independent auditors from an authorized officer any liability that may arise out of the Company certifying that each such schedule is true and correct as delivery of the date thereofan "agreed upon procedures" letter pursuant to clause (b)(ii) above.

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Statement or the Warrant Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall provide, or cause its Authorized Law Firm and Authorized Auditor require the Company to provide any one or more of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents disclose nonpublic information to the Investor or its advisors or representatives, and the Company represents that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor does not disseminate nonpublic information to any investors who purchase stock in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor Company in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.a

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable Prior to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for or any other documents naming the sole purpose of enabling Underwriter as the Investor Corporation's financial advisor and such representativesunderwriter, advisors the Underwriter and underwriters its representatives will undertake substantial investigations to learn about the Corporation's business and their respective accountants and attorneys to conduct initial and ongoing operations ("due diligence with respect review") in order to confirm information provided to us and to evaluate information to be contained in the Company and the accuracy of the Corporation's Registration Statement. Upon request All corporate proceedings undertaken by the InvestorCorporation and other legal matters which relate to the public offering and other related transactions shall be reasonably satisfactory in all material respects to counsel for the Underwriter. The Registration Statement and all amendments thereto shall be approved by counsel to the Underwriter prior to filing with the SEC. The Corporation agrees that they will make available to the Underwriter all relevant information, whether or not publicly available, which the Underwriter reasonably requests, and will permit the Underwriter to discuss personnel and the operations and prospects of the Corporation with management. Included within the documents which will be timely made available are at least all Articles of Incorporation and Amendments, By-Laws and Amendments, Minutes of all the Corporation's Incorporators, Directors and Shareholders Meetings, all financial statements, correct copies of any material contracts, leases, and agreements, to which the Corporation is a party and a description of the Use of Proceeds. The Corporation will furnish Underwriter at the earliest practicable date a business plan acceptable to Underwriter, showing projected cash flow (or deficiencies) and reconciled to the proposed Use of Proceeds. In addition, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to Corporation will provide any one or more the Underwriter with unaudited monthly financial data concerning the Corporation from now until termination of the following: (i) a copy offering. The Underwriter will treat all material non-public information as confidential. The Corporation acknowledges that the Underwriter will rely upon the accuracy and completeness of their respective liability insurance policiesall information received from the Corporation, (ii) a letter signed its officers, directors, employees, agents and representatives, accountants and counsel. The Underwriter shall furnish, as soon as practicable, to the Corporation such information regarding the Underwriter as the Corporation may reasonably request in writing and as shall be reasonably required in connection with any registration, qualification or compliance with state and federal securities laws. 5. Properties, Capital Structure, Dilution, Employee Benefit Plans. The properties owned or held under option by the law firm or audit firmCorporation, respectivelythe capital structure of the Corporation immediately preceding the Offering, whereby such firm represents the contemplated dilution to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policypublic investor, as applicable, which covers and the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents Corporation's business plan shall be acceptable to the Investor that the Authorized Law Firm or Authorized AuditorUnderwriter. Shares underlying any options and warrants outstanding, as applicableshall be deemed outstanding for this purpose. Any employee (including officers and/or directors) incentive plan (including royalty plan), has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policyof whatever nature, as applicablepresently contemplated, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide be fully disclosed to the Investor (i) a schedule setting forth all Underwriter and subject to the approval of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereofUnderwriter.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”)Investors, advisors to and representatives of the Investor Investors (who may or may not be affiliated with the Investor and who are reasonably acceptable to the CompanyInvestors), any underwriter participating in any disposition of Common Stock on behalf of the Investor Investors pursuant to the Registration Statement, any Supplemental Registration Statement, such registration statement or amendments amendment or supplements supplement thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor Investors or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor Investors and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and to confirm the accuracy of the Registration Statement. Upon request by The Company shall not disclose non-public information to the InvestorInvestors, advisors to or representatives of the Investors unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investors, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Investors' advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investors. Nothing herein shall require the Company to disclose non-public information to the Investors, their respective advisors or representatives, and the Company represents that it does not disseminate non-public information to any investor who purchases stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company shall providewill, or cause its Authorized Law Firm as hereinabove provided, immediately notify the advisors and Authorized Auditor to provide any one or more representatives of the following: Investors and underwriters, if any, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investors (without the written consent of the Investors prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that in no event shall the Investors' advisors or representatives disclose to the Investors the nature of the specific event or circumstances constituting any non-public information discovered by such advisors or representatives in the course of their due diligence (without the written consent of the Investors prior to disclosure of such information). The Investors' advisers or representatives shall make complete disclosure to the Investors' independent counsel of all events or circumstances constituting non-public information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investors' independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto. In the event after such consultation the Investors' independent counsel believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (x) the Company shall file with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investors, as promptly as practicable with copies of the Registration Statement and related prospectus, as so amended, (y) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of the Company's independent counsel shall provide the Investors' independent counsel with an opinion stating that nothing has come to their respective liability insurance policies, (ii) a letter signed by attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investors shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investors and the Company shall provide the Investors with a copy of such letter, or (z) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (y) above to the Investors, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investors' independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investors the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) this Agreement shall be suspended for an additional period of up to thirty (30) days; provided, however, that at the end of such sixty (60) day period, if the dispute still exists between the Company's independent counsel and the Investors' independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide the Company's independent counsel opinion referenced above, or (iii) the obligation of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer Investors to purchase shares of the Company certifying that each such schedule is true and correct as of the date thereofPreferred Stock or Common Stock pursuant to this Agreement shall terminate.

Due Diligence Review. The Parent represents and warrants that it is acquiring the Company shall make available Capital Stock solely for inspection its own account for investment and review by not with a view to or for sale or distribution of said units or any part thereof in violation of any applicable securities Laws. Parent understands that the Investor (Company Capital Stock has not been registered under the “Due Diligence Review”), advisors to and representatives of Securities Act. Parent realizes that the Investor (who may or basis for the exemption may not be affiliated present if, notwithstanding its representations, Parent has a present intention of acquiring the securities for a fixed or determinable period in the future, selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the Investor securities. Parent has no such present intention. Parent is an Accredited Investor. Parent acknowledges and who are reasonably acceptable agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning the Company and has been furnished with or given adequate access to such information about the Company as it has requested. Parent represents and warrants that is has such knowledge and experience in financial and business matters that Parent is capable of evaluating the rights and merits of the purchase of the Company). Parent further acknowledges and agrees that: (a) the Parent is not relying on the Company, any underwriter participating Seller, any of their respective its Affiliates or any of their respective employees, directors, agents, stockholders or representatives or hold the Company or any Seller or any such Persons liable for any inaccuracies, misstatements or omissions with respect to information furnished by Seller, its Affiliates or representatives, including any information in any disposition information memorandum, “on-line” or physical data rooms or in any management presentations (except for the representations and warranties expressly contained in Article III); and (b) Parent agrees to acquire the outstanding equity interests of Common Stock the Company based on its own inspection, examination and determination with respect to all matters, and without reliance upon any express or implied representations or warranties whatsoever, whether at law or in equity, of any nature made or provided by or on behalf of the Investor pursuant or imputed to the Registration StatementSeller, any Supplemental Registration Statement, or amendments or supplements thereto of its Subsidiaries or any blue skyother Person, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary except for the purpose of such review, representations and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter warranties expressly contained in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereofArticle III.

Due Diligence Review. The Company Sellers acknowledge that the Administrative Agent and the Buyers have the right to perform continuing due diligence reviews with respect to the Mortgage Loans, and the Sellers, the Servicer and the Custodian, for purposes of verifying compliance with the representations, warranties and specifications made hereunder, reviewing each such entity’s corporate and credit information in a manner customary for transactions of this type or otherwise, and the Sellers agree that upon reasonable prior notice unless a Default or Event of Default shall have occurred, in which case no notice is required, to the Sellers, the Administrative Agent, the Buyers or their respective authorized representatives will be permitted during normal business hours to examine, inspect, and make copies and extracts of, the Mortgage Loan Files and any and all documents, records, agreements, instruments or information relating to such Mortgage Loans or to the Sellers or the Servicer in the possession or under the control of the Sellers, the Servicer and/or the Custodian. The Sellers also shall make available for inspection and review by the Investor (the “Due Diligence Review”), advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of Administrative Agent and the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, Buyers a knowledgeable financial or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary accounting officer for the purpose of such reviewanswering questions respecting the Mortgage Loan Files and the Mortgage Loans or to the Sellers or the Servicer. Without limiting the generality of the foregoing, the Sellers acknowledge that the Buyer may purchase Mortgage Loans from the Sellers based solely upon the information provided by the Sellers to the Administrative Agent in the Asset Schedule and the representations, warranties and covenants contained herein, and cause that Buyer, at its option, has the Company's officersright at any time to conduct a partial or complete due diligence review on some or all of the Mortgage Loans purchased in a Transaction, directors including, without limitation, ordering broker’s price opinions, new credit reports and employees new appraisals on the related Mortgaged Properties otherwise re-generating the information used to supply all originate such information reasonably requested by Mortgage Loan. The Administrative Agent and the Investor Buyers may underwrite such Mortgage Loans itself or engage a mutually agreed upon third party underwriter to perform such underwriting. The Sellers agree to cooperate with the Administrative Agent, the Buyers and any such representative, advisor or third party underwriter in connection with such Registration Statement (underwriting, including, without limitationbut not limited to, providing the Administrative Agent, the Buyers and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to such Mortgage Loans in response to all questions and other inquiries reasonably made the possession, or submitted by any of them)under the control, prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and Sellers or their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by the Investor, the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereofagents.

Due Diligence Review. The Prior to the delivery of an Optional Purchase Notice, or after the delivery of a Mandatory Purchase Notice or an Additional Purchase Notice pursuant to Section 2.5 herein, the Company shall make available for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, such registration statement or amendments amendment or supplements supplement thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose non-public information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of non-public information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose non-public information to the Investor, his advisors or representatives, and the Company represents that it does not disseminate non-public information to any investors who purchase stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement; provided, however, that in no event shall the Investor's advisors or representatives disclose to the Investor the nature of the specific event or circumstances constituting any non-public information discovered by such advisors or representatives in the course of their due diligence (without the written consent of the Investor prior to disclosure of such information). The Investor's advisors or representatives shall make complete disclosure to the Investor's independent counsel of all events or circumstances constituting non-public information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investor's independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto; provided, however, that such consultation shall not constitute the advice of the Company's independent counsel to the Investor as to the accuracy of the Registration Statement and related prospectus In the event after such consultation the Investor's independent counsel believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more as promptly as practicable with copies of the following: Registration Statement and related prospectus, as so amended, (b) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of their respective liability insurance policies, (ii) the Company's independent counsel shall provide the Investor's independent counsel with a letter signed by stating that nothing has come to their attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) a schedule setting forth in the fully diluted capitalization event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a letter outlining the performance of such "agreed upon procedures" as of shall be reasonably requested by the date of Investor and the schedule (Company shall provide the “Capitalization Schedule”), along Investor with a signed certification from an authorized officer copy of such letter, or (c) if the Company certifying that each disputes the existence of any such schedule material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is true and correct as unable to provide the opinion referenced in clause (b)(i) above to the Investor, then this Agreement shall be suspended for a period of the date thereof.up to thirty

Due Diligence Review. The Company shall make available available, during normal business hours, for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the Company), or any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Statement or the Warrant Registration Statement, Statement or amendments or supplements thereto or any blue sky, FINRA sky or other filing, NASD filing all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees employees, within a reasonable time period, to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such reasonably related to the Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose nonpublic information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being nonpublic information and provides the Investor, such advisors and representatives with the opportunity to accept or refuse to accept such nonpublic information for review. The Company may, as a condition to disclosing any nonpublic information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement (including an agreement with such advisors and representatives prohibiting them from trading in Common Stock during such period of time as they are in possession of nonpublic information) in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose nonpublic information to the Investor or its advisors or representatives, PROVIDED, HOWEVER, that notwithstanding anything herein to the contrary, the Company will immediately notify the advisors and representatives of the Investor and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting nonpublic information (whether or not requested of the Company specifically or generally during the course of due diligence by and such persons or entities), which, if not disclosed in the Prospectus included in the Registration Statement, would cause such Prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain nonpublic information in the course of conducting due diligence in accordance with the terms of this Agreement. In the event that the Investor's independent counsel reasonably believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (a) unless a suspension pursuant to Section 2.5(a)(iii) is in effect, the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more as promptly as practicable, with copies of the following: Registration Statement and related Prospectus, as so amended, (b) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of their respective liability insurance policies, (ii) the Company's independent counsel shall provide the Investor's independent counsel with a letter signed by stating that nothing has come to their attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated Prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion, contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related Prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (c) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (b)(i) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) the Investor's obligation to purchase during the relevant Investment Period shall be suspended as if the Company had provided notice pursuant to Section 2.5(a)(iii) until such dispute is resolved. The Investor hereby agrees to hold harmless the Company's independent auditors from any liability that may arise out of the schedule delivery of an "agreed upon procedures" letter pursuant to clause (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereofb)(ii) above.

Due Diligence Review. The Company Except for title and survey matters (which shall make available for inspection and review be governed by the Investor provisions of Section 3.1 and 3.2 above), Buyer shall have until 5:00 p.m. (Pacific time) on May 18, 2007 (the period ending on such date being herein called the “Due Diligence ReviewPeriod”) within which to perform and complete all of Buyer’s due diligence examinations, reviews and inspections of all matters pertaining to the purchase of the Property, the materials set forth in Section 4.1, utilities service information, zoning information, access information, assessments and city fees, developmental conditions and approvals, operating expenses and legal, physical, environmental and compliance matters and conditions respecting the Property (the foregoing being collectively called the “Property Information”). During the Due Diligence Period, advisors Seller shall provide Buyer with reasonable access to the Property upon reasonable advance notice and representatives shall also make available to Buyer for review and copying by Buyer (at Buyer’s expense) copies of all documents, materials and other information relating to the Property Information in Seller’s possession, provided Seller makes no representation or warranty as to the accuracy or completeness of such information except that all such documents are, to Seller’s knowledge, true, correct and complete copies of what they purport to be. Notwithstanding anything to the contrary in Section 4.1 above, in no event, however, shall ADDENDUM A Seller be obligated to make available to Buyer: (y) duplicate copies of any reports or studies; and (z) any of the Investor (who following confidential and proprietary materials except such portions thereof as may or may not be affiliated with the Investor and who are reasonably acceptable relate to the Company), any underwriter participating in any disposition of Common Stock on behalf physical condition of the Investor pursuant Property: (1) information contained in Seller’s financial analyses or projections or other internal documents relating to the Registration StatementProperty, including any Supplemental Registration Statementvaluation documents; (2) material which is subject to attorney-client privilege or which is attorney work product; (3) appraisal reports or letters; or (4) organizational agreements of Seller, or amendments or supplements thereto its members, and their respective affiliates or any blue sky, FINRA or other filing, all affiliates of Seller (and financial and other records, all filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees relating to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters Seller’s members and their respective accountants and attorneys affiliates). During the Due Diligence Period, Buyer shall have the right to conduct initial and ongoing due diligence with respect interview the personnel currently managing the Building, including but not limited to the Company property manager, building engineers, and parking operator, subject to reasonable advance notice to Seller (which may be by phone or email) and Seller’s right to cause a representative of Seller to be present at such interviews. Buyer shall also have the accuracy right to interview tenants of the Registration StatementProperty at a time arranged by Buyer subject to reasonable advance notice to Seller (which may be by phone or email) and Seller’s right to cause a representative of Seller to be present at such interviews. Upon request by the InvestorExcept as set forth herein, the Company Buyer shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more not otherwise contact Building personnel and/or tenants of the following: (i) a copy of their respective liability insurance policies, (ii) a letter signed by the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of the schedule (“Schedule of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization of the Company as of the date of the schedule (the “Capitalization Schedule”), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereofProperty.

Due Diligence Review. The Company shall make available for inspection and review by (i) During the Investor (the “Due Diligence Review”), advisors to Period and representatives between the date of this Agreement and the earlier of the Investor Closing Date or the termination of this Agreement, Paladin OP shall, and shall cause the Subsidiaries, to (who may or may not be affiliated with A) afford the Investor Buyer Parties and who are reasonably acceptable their respective Representatives, following reasonable advance notice from Parent to Paladin OP, reasonable access during normal business hours to their officers, employees, agents, the Company)Properties, offices, Contracts, Business Books and Records of any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, or amendments or supplements thereto or any blue sky, FINRA or other filing, all financial and other records, all filings with the SEC, Subsidiaries and all other corporate documents financial, operating and properties other data and information relating to Paladin OP or any of the Company Subsidiaries and as Parent may be reasonably necessary for request, (B) permit the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters Buyer Parties and their respective accountants Representatives to make copies and attorneys inspections thereof as Parent may reasonably request, and (C) make available to the Buyer Parties and their respective Representatives all information concerning the business, Properties, Contracts, assets, liabilities, personnel and other aspects of the Paladin Parties as Parent and its Representatives may reasonably request. Without limiting the foregoing, the Buyer Parties and their respective Representatives shall have the right to conduct initial appraisal and ongoing due diligence with respect to the Company environmental and the accuracy engineering inspections of each of the Registration StatementProperties; provided, however, that neither the Buyer Parties nor their respective Representatives shall have the right to perform any invasive testing procedure on any building or Property, except as agreed to in writing by Paladin OP, which consent shall not be unreasonably withheld or delayed; provided that Parent shall agree that the Buyer Parties shall repair all damages not otherwise insured that are directly caused by such testing. Upon request by Notwithstanding the Investorforegoing, neither the Company shall provide, or cause its Authorized Law Firm and Authorized Auditor to provide Buyer Parties nor any one or more of the following: (i) a copy of their respective liability insurance policiesRepresentatives shall (I) contact or have any discussions with any JV Partners or any of their Representatives, (ii) a letter signed by unless in each case Parent obtains the law firm prior consent of Paladin OP, which shall not be unreasonably withheld or audit firmdelayed; provided, respectively, whereby that such firm represents prohibitions shall not apply to contacts or discussions not related to the Investor Partnership Merger and shall not be applicable to contacts and discussions with the Paladin Parties’ executive officers or their financial advisors, or (II) damage any Property or any portion thereof. Parent shall schedule and coordinate all inspections with Paladin OP and shall give Paladin OP at least two (2) Business Days’ prior written notice thereof, setting forth the inspection that it Parent or its Representatives intend to conduct. Paladin OP shall be entitled to have Representatives present at all times during any inspection. Notwithstanding the foregoing, none of the Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of any of the Subsidiaries, so long as Paladin OP has an Authorized Legal Liability Policy taken all reasonable steps to permit inspection of or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to disclose such coverage and (iii) information on a letter, binder, endorsement basis that does not jeopardize such attorney-client privilege or similar document signed by the law firm’s liability insurance carrier contravene any Law or the audit firm’s liability insurance carrier, respectively, whereby such insurance carrier represents confidentiality provisions of any binding agreement entered into prior to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of this Agreement (provided, that upon the schedule (“Schedule request of Indebtedness”) and (ii) a schedule setting forth the fully diluted capitalization Parent, each of the Company as Subsidiaries shall use its reasonable best efforts to obtain consent from the applicable third party or enter into a customary joint defense agreement, if applicable, to enable the disclosure of the date of the schedule (the “Capitalization Schedule”such information), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.. EXECUTION COPY

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”)Purchasers, advisors to and representatives of the Investor Purchasers (who may or may not be affiliated with the Investor Purchasers and who are reasonably acceptable to the Company), and any underwriter participating in any disposition of Common Stock on behalf of the Investor Purchasers pursuant to the Registration Statement, any Supplemental Registration Statement, such registration statement or amendments amendment or supplements supplement thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Reports and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor Purchasers or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor Purchasers and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and the accuracy of the Registration Statement. Upon request by The Company shall not disclose non-public information to the InvestorPurchasers or advisors to or representatives of the Purchasers unless, prior to disclosure of such information, the Company identifies such information as being non-public information and provides the Purchasers, such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Purchasers' advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Purchasers. Nothing herein shall providerequire the Company to disclose non-public information to the Purchasers, their advisors or cause its Authorized Law Firm representatives, and Authorized Auditor the Company represents that it does not disseminate non-public information to provide any one Purchasers who purchase stock in the Company in a public offering, to money managers or more to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the following: Purchasers and, if any, underwriters, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements, therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Purchasers (without the written consent of the Purchasers prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that in no event shall the Purchasers' advisors or representatives disclose to the Purchasers the nature of the specific event or circumstances constituting any non-public information discovered by such advisors or representatives in the course of their due diligence (without the written consent of the Purchasers prior to disclosure of such information). The Purchasers' advisors or representatives shall make complete disclosure to the Purchasers' independent counsel of all events or circumstances constituting non-public information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Purchasers' independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto. In the event after such consultation the Purchasers' independent counsel believes that the Registration Statement contains an untrue statement or a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (x) the Company shall file with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Purchasers, as promptly as practicable with copies of the Registration Statement and related prospectus, as so amended, (y) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of the Company's independent counsel shall provide the Purchasers' independent counsel with an opinion stating that nothing has come to their respective liability insurance policies, (ii) a letter signed by attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) a schedule setting forth in the fully diluted capitalization event the dispute relates to the adequacy of financial disclosure, and at the reasonable request of the Purchasers, the Company's independent auditors shall provide to the Company a letter outlining the performance of such "agreed upon procedures" as shall be reasonably requested by the Purchasers and the Company shall provide the Purchasers with a copy of such letter, or (z) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (y) above to the Purchasers, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Purchasers' independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Purchasers the opinion of the date Company's independent counsel and a copy of the schedule letter of the Company's independent auditors referenced above, or (iii) this Agreement shall be suspended for an additional period of up to thirty (30) days; provided, however, that at the end of such additional thirty (30) day period, if the dispute still exists between the Company's independent counsel and the Purchasers' independent counsel, either (i) the Company shall amend the Registration Statement as provided above, (ii) the Company shall provide the Company's independent counsel opinion referenced above, or (iii) the obligation of the Purchasers to purchase shares of Common Stock pursuant to this Agreement shall terminate (the “Capitalization Schedule”"Termination Event"), along with a signed certification from an authorized officer of the Company certifying that each such schedule is true and correct as of the date thereof.

Due Diligence Review. The Company shall make available for inspection and review by the Investor (the “Due Diligence Review”)Investor, advisors to and representatives of the Investor (who may or may not be affiliated with the Investor and who are reasonably acceptable to the CompanyInvestor), any underwriter participating in any disposition of Common Stock on behalf of the Investor pursuant to the Registration Statement, any Supplemental Registration Statement, such registration statement or amendments amendment or supplements supplement thereto or any blue sky, FINRA NASD or other filing, all financial and other records, all SEC Documents and other filings with the SEC, and all other corporate documents and properties of the Company as may be reasonably necessary for the purpose of such review, and cause the Company's officers, directors and employees to supply all such information reasonably requested by the Investor or any such representative, advisor or underwriter in connection with such Registration Statement (including, without limitation, in response to all questions and other inquiries reasonably made or submitted by any of them), prior to and from time to time after the filing and effectiveness of the Registration Statement for the sole purpose of enabling the Investor and such representatives, advisors and underwriters and their respective accountants and attorneys to conduct initial and ongoing due diligence with respect to the Company and to confirm the accuracy of the Registration Statement. Upon request by The Company shall not disclose non-public information to the Investor, advisors to or representatives of the Investor unless prior to disclosure of such information the Company identifies such information as being non-public information and provides the Investor and such advisors and representatives with the opportunity to accept or refuse to accept such non-public information for review. The Company may, as a condition to disclosing any non-public information hereunder, require the Investor's advisors and representatives to enter into a confidentiality agreement in form reasonably satisfactory to the Company and the Investor. Nothing herein shall require the Company to disclose non-public information to the Investor, its respective advisors or representatives, and the Company represents that it does not disseminate non-public information to any investor who purchases stock in the Company in a public offering, to money managers or to securities analysts, provided, however, that notwithstanding anything herein to the contrary, the Company will, as hereinabove provided, immediately notify the advisors and representatives of the Investor and underwriters, if any, of any event or the existence of any circumstance (without any obligation to disclose the specific event or circumstance) of which it becomes aware, constituting non-public information (whether or not requested of the Company specifically or generally during the course of due diligence by such persons or entities), which, if not disclosed in the prospectus included in the Registration Statement would cause such prospectus to include a material misstatement or to omit a material fact required to be stated therein in order to make the statements therein, in light of the circumstances in which they were made, not misleading. Nothing contained in this Section 3.3 shall be construed to mean that such persons or entities other than the Investor (without the written consent of the Investor prior to disclosure of such information) may not obtain non-public information in the course of conducting due diligence in accordance with the terms of this Agreement and nothing herein shall prevent any such persons or entities from notifying the Company of their opinion that based on such due diligence by such persons or entities, that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading; provided, however, that in no event shall the Investor's advisors or representatives disclose to the Investor the nature of the specific event or circumstances constituting any non-public information discovered by such advisors or representatives in the course of their due diligence (without the written consent of the Investor prior to disclosure of such information). The Investor's advisors or representatives shall make complete disclosure to the Investor's independent counsel of all events or circumstances constituting non-public information discovered by such advisors or representatives in the course of their due diligence upon which such advisors or representatives form the opinion that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. Upon receipt of such disclosure, the Investor's independent counsel shall consult with the Company's independent counsel in order to address the concern raised as to the existence of a material misstatement or omission and to discuss appropriate disclosure with respect thereto. In the event after such consultation the Investor's independent counsel believes that the Registration Statement contains an untrue statement of a material fact or omits a material fact required to be stated in the Registration Statement or necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading, (x) the Company shall providefile with the SEC an amendment to the Registration Statement responsive to such alleged untrue statement or omission and provide the Investor, or cause its Authorized Law Firm and Authorized Auditor to provide any one or more as promptly as practicable with copies of the following: Registration Statement and related prospectus, as so amended, (y) if the Company disputes the existence of any such material misstatement or omission, (i) a copy of the Company's independent counsel shall provide the Investor's independent counsel with an opinion stating that nothing has come to their respective liability insurance policies, (ii) a letter signed by attention that would lead them to believe that the law firm or audit firm, respectively, whereby such firm represents to the Investor that it has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage and (iii) a letter, binder, endorsement or similar document signed by the law firm’s liability insurance carrier Registration Statement or the audit firm’s liability insurance carrierrelated prospectus, respectively, whereby such insurance carrier represents to the Investor that the Authorized Law Firm or Authorized Auditor, as applicable, has an Authorized Legal Liability Policy or an Authorized Auditor Liability Policy, as applicable, which covers the Investor in the required amounts with no exclusions to such coverage. Prior to filing the initial Registration Statement, the Company shall provide to the Investor (i) a schedule setting forth all of the Indebtedness of the Company as of the date of such opinion contains an untrue statement of a material fact or omits a material fact required to be stated in the schedule (“Schedule Registration Statement or the related prospectus or necessary to make the statements contained therein, in light of Indebtedness”) the circumstances in which they were made, not misleading and (ii) in the event the dispute relates to the adequacy of financial disclosure and the Investor shall reasonably request, the Company's independent auditors shall provide to the Company a schedule setting forth letter outlining the fully diluted capitalization performance of such "agreed upon procedures" as shall be reasonably requested by the Investor and the Company shall provide the Investor with a copy of such letter, or (z) if the Company disputes the existence of any such material misstatement or omission, and the dispute relates to the timing of disclosure of a material event and the Company's independent counsel is unable to provide the opinion referenced in clause (y) above to the Investor, then this Agreement shall be suspended for a period of up to thirty (30) days, at the end of which, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide to the Investor the Company's independent counsel opinion and a copy of the Company as letter of the date Company's independent auditors referenced above, or (iii) this Agreement shall be suspended for an additional period of up to thirty (30) days; provided, however, that at the end of such sixty (60) day period, if the dispute still exists between the Company's independent counsel and the Investor's independent counsel, the Company shall either (i) amend the Registration Statement as provided above, (ii) provide the Company's independent counsel opinion referenced above, or (iii) the obligation of the schedule (Investor to purchase the “Capitalization Schedule”), along with a signed certification from an authorized officer Convertible Debentures or shares of the Company certifying that each such schedule is true and correct as of the date thereofCommon Stock pursuant to this Agreement shall terminate.