Common use of 10b-5 Representation Clause in Contracts

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations; and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto which information, it is agreed, shall consist solely of the names of the several Underwriters, the third full paragraph and the subsections captioned “Pricing of Securities” (first paragraph only) and “Commissions and Discounts” (second paragraph only) contained in the section of the Prospectus entitled “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time any post effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale did (or at such subsequent Time of Sale pursuant to Section 2.1.1), did does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto which information, it is agreed, shall consist thereto. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the names and addresses of the several Underwriters, the third full paragraph statement that the Representative does not make markets in securities contained in “Risk Factors—The representative of the underwriters in this offering will not make a market for our securities which could adversely affect the liquidity and price of our securities,” the subsections captioned information relating to the securities offerings experience of the Representative and its principals contained in “Pricing Risk Factors—There are risks associated with our underwriter’s lack of Securitiesrecent experience in public offerings,” (first paragraph only) the information with respect to dealers’ concessions and “Commissions and Discounts” (second paragraph only) reallowances contained in the section of the Prospectus entitled “Underwriting,” the information relating to an advance made to the Representative contained in the section entitled “Underwriting,” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time any post-effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters, the third full paragraph Underwriters and the subsections captioned “Pricing of Securities” (first paragraph only) and “Commissions and Discountsand“Foreign Regulatory Restrictions on Purchase of the Units” (second paragraph only) contained in the section of the Prospectus entitled “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time of any post-effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither the . The Registration Statement, as of the Sale Preliminary Prospectus nor Effective Date, did not, and the Prospectus, nor any amendment thereof or supplement amendments and supplements thereto, on as of their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not or will not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and Regulations. The Sale Preliminary Prospectus, as of the Time of Sale, did not, does not and will not contain an include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto which information, it is agreed, shall consist thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the following: the names of the several Underwriters, the information with respect to dealers’ concessions and reallowances contained in the third full paragraph of the section entitled “Underwriting,” the information with respect to short positions and stabilizing transactions contained in the thirteenth through sixteenth paragraphs of the section entitled “Underwriting” and the subsections captioned “Pricing identity of Securities” (first paragraph only) and “Commissions and Discounts” (second paragraph only) counsel to the Underwriters contained in the section of the Prospectus entitled “UnderwritingLegal Matters” (such information, collectively, the “Underwriters’ Information”).”

10b-5 Representation. At the time the Registration Statement Statement, or any post effective amendment to the Registration Statement, became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Statement nor any Preliminary Prospectus nor or the Prospectus, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1)Prospectus, did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Preliminary Prospectus, the Sale Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters, the third full paragraph Underwriters and the subsections captioned “Pricing of Securities” (first paragraph only) and “Commissions and DiscountsForeign Regulatory Restrictions on Purchase of the Units” (second paragraph only) contained in the section of the Prospectus entitled “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time any post-effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters, the third full paragraph Underwriters and the subsections captioned “Pricing of Securities” (first paragraph only) and “Commissions and Discounts” (second paragraph only) contained in the section of the Prospectus entitled “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time any post effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale did (or at such subsequent Time of Sale pursuant to Section 2.1.1), did does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto which information, it is agreed, shall consist thereto. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the names and addresses of the several Underwriters, the third full paragraph statement that the Representative does not make markets in securities contained in “Risk Factors—The representative of the underwriters in this offering will not make a market for our securities which could adversely affect the liquidity and price of our securities,” the subsections captioned information relating to the securities offerings experience of the Representative and its principals contained in “Pricing Risk Factors—There are risks associated with our underwriter’s lack of Securitiesrecent experience in public offerings,” (first paragraph only) the information with respect to dealers’ concessions and “Commissions and Discounts” (second paragraph only) reallowances contained in the section of the Prospectus entitled “Underwriting,” the information relating to an advance made to the Representative contained in the section entitled “Underwriting,” the information contained in the section entitled “Notices to Non-U.S. Investors” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters.”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Statement nor any Preliminary Prospectus nor or the Prospectus, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each testing-the-waters communication, if any, does not conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus and each such testing-the-waters communication, as supplemented by and taken together with the Preliminary Prospectus and the Prospectus, did not, and as of each Time of Sale will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time following the distribution of any testing-the-waters communication, there occurred an event as a result of which such testing-the-waters communication would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made at such time, not misleading, the Company will (i) notify promptly the Representative so that use of the testing-the-waters communication may cease until it is amended or supplemented; (ii) amend or supplement, without charge, the testing-the-waters communication to eliminate or correct such untrue statement or omission; and (iii) supply any amendment or supplement to the Representative in such quantities as may be reasonably requested. The representation and warranty made in this Section 2.3.1 does not apply to the extent statements were made or statements were omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus Statement or the Prospectus or any amendment thereof or supplement thereto which informationthereto. It is understood the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, it is agreedfor the purposes of this Agreement, shall consist solely information furnished by the Representative with respect to the Underwriters: (i) the table of underwriters in the first paragraph of “Underwriting”, (ii) the selling concession per unit and the discount per unit on sales to other broker/dealers in the fourth paragraph of the names of Underwriting subsection and (iii) the several Underwriters, the third full paragraph and the subsections captioned Underwriting section “Pricing Regulatory Restrictions on Purchase of Securities” (first paragraph only) and “Commissions and Discounts” (second paragraph only) contained in the section of the Prospectus entitled “Underwriting”.”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus effective and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus contained and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations; Regulations and neither the Registration Statement, the Sale Statement nor any Preliminary Prospectus nor or the Prospectus, nor any amendment thereof or supplement thereto, on their respective such dates, nor the Sale Preliminary Prospectus as of the Time time of Sale sale (or such subsequent Time including, without limitation, a contract of Sale pursuant to Section 2.1.1sale), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, Statement the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto which information, it is agreed, shall consist solely of the names of the several Underwriters, the third full paragraph and the subsections captioned “Pricing of Securities” (first paragraph only) and “Commissions and Discounts” (second paragraph only) contained in the section of the Prospectus entitled “Underwritingthereto.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time of any post-effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulationswill, and did or will in all material respects respects, conform to the requirements of the Act and the Regulations; and neither the . The Registration Statement, as of the Sale Preliminary Prospectus nor Effective Date, did not, and the Prospectus, nor any amendment thereof or supplement amendments and supplements thereto, on as of their respective dates, nor will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary to make the statements therein, not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleadingRegulations. The representation representations and warranty warranties made in this Section 2.3.1 does 2.2.1 do not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative Underwriters expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto which information, it is agreed, shall consist thereto. The parties acknowledge and agree that such information provided by or on behalf of the Underwriters consists solely of the names of the several Underwriters, the information with respect to dealers’ concessions contained in the third full paragraph of the section entitled “Underwriting” and the subsections captioned “Pricing identity of Securities” (first paragraph only) and “Commissions and Discounts” (second paragraph only) counsel to the Underwriters contained in the section of the Prospectus entitled “UnderwritingLegal Matters” (such information, collectively, the “Underwriters’ Information”).”

10b-5 Representation. At the time the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus Statement and the Prospectus contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will in all material respects conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Statement nor any Preliminary Prospectus nor or the Prospectus, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereintherein (in the case of the Preliminary Prospectus and the Prospectus, in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations), such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each testing-the-waters communication, if any, does not conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus and each such testing-the-waters communication, as supplemented by and taken together with the Preliminary Prospectus and the Prospectus, did not, and as of each Time of Sale will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time following the distribution of any testing-the-waters communication, there occurred an event as a result of which such testing-the-waters communication would conflict with the information in the Registration Statement, the Preliminary Prospectus or the Prospectus or would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in light of the circumstances under which they were made at such time, not misleading, the Company will (i) notify promptly the Representative so that use of the testing-the-waters communication may cease until it is amended or supplemented; (ii) amend or supplement, without charge, the testing-the-waters communication to eliminate or correct such untrue statement or omission; and (iii) supply any amendment or supplement to the Representative in such quantities as may be reasonably requested. The representation and warranty made in this Section 2.3.1 does not apply to the extent statements were made or statements were omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus Statement or the Prospectus or any amendment thereof or supplement thereto which informationthereto. It is understood the following identified statements set forth in the Prospectus under the heading “Underwriting” constitute, it is agreedfor the purposes of this Agreement, shall consist solely information furnished by the Representative with respect to the Underwriters: [(i) the table of underwriters in the first paragraph of “Underwriting”, (ii) the first paragraph of the names of the several Underwriters, the third full paragraph and the subsections captioned “Pricing of Securities” (first paragraph only) and Underwriting subsection “Commissions and Discounts,” (second paragraph onlyiii) contained in the Underwriting section “Regulatory Restrictions on Purchase of the Prospectus entitled “UnderwritingSecurities”].”

10b-5 Representation. At the time of effectiveness of the Registration Statement and any Rule 462(b) Registration Statement (or at the time any post-effective Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Maxim Group LLC , 2006 amendment to the Registration Statement became effective, upon the filing or first use (within the meaning of the Regulations) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus Rule 462(b) Registration Statement and the Prospectus any amendments or supplements thereto as of their applicable effective dates contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did conformed or will conform, in all material respects conform respects, to the requirements of the Act and the Regulations; , and neither as of their applicable filing dates and effective dates, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the Registration Statementstatements therein, in the Sale Preliminary Prospectus nor light of the circumstances under which they were made, not misleading. Neither the Prospectus, nor any amendment thereof or supplement thereto, on their respective datesdates and at the Closing Date and Option Closing Date, if any, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did ) contained or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or and will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information (the “Underwriters’ Information”) furnished to the Company with respect to the Underwriters by the Representative Representatives expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto thereto, which informationUnderwriters’ Information, it is agreed, shall consist solely of of: (i) the names of the several Underwriters, (ii) the third full paragraph and text appearing in the subsections captioned “Pricing of Securities” (first paragraph only) and of the subsection captioned “Commissions and Discounts” contained in the section of the Prospectus entitled “Underwriting” and (second paragraph onlyiii) the subsection captioned “Price Stabilization, Short Positions and Penalty Bids” contained in the section of the Prospectus entitled “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time any post-effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters, the third full paragraph Underwriters and the subsections captioned “Pricing of Securities” (first paragraph only) and “Commissions and Discountsand“Foreign Regulatory Restrictions on Purchase of the Units” (second paragraph only) contained in the section of the Prospectus entitled “Underwriting.”” Broadband Capital Management LLC March [ ], 2008

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time of any post-effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters, the third full paragraph Underwriters and the subsections subsection captioned “Pricing Foreign Regulatory Restrictions on Purchase of Securitiesthe Units” (first paragraph only) and “Commissions and Discounts” (second paragraph only) contained in the section of the Prospectus entitled “Underwriting.”” The Company has not prepared or used and will not prepare or use a “free writing prospectus” as defined in Rule 405 under the Act, in connection with the offering of the Securities.

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time any post-effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Maxim Group LLC , 2007 Page 8 of 48 Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters, the third full paragraph Underwriters and the subsections captioned [“Pricing of Securities” (first paragraph only) and “Commissions and Discounts” (second paragraph only) Foreign Regulatory Restrictions on Purchase of the Units”] contained in the section of the Prospectus entitled “Underwriting.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time any post effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale did (or at such subsequent Time of Sale pursuant to Section 2.1.1), did does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto which information, it is agreed, shall consist thereto. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the names and addresses of the several Underwriters, the third full paragraph statement that the Representative does not make markets in securities contained in “Risk Factors—The representative of the underwriters in this offering will not make a market for our securities which could adversely affect the liquidity and price of our securities,” the subsections captioned information relating to the securities offerings experience of the Representative and its principals contained in “Pricing Risk Factors—There are risks associated with our underwriter’s lack of Securitiesrecent experience in public offerings,” (first paragraph only) and “Commissions and Discounts” (second paragraph only) the information relating to the inexperience of the Representative contained in the section of the Prospectus entitled “Underwriting,” the information with respect to dealers’ concessions and reallowances contained in the section entitled “Underwriting,” the information relating to an advance made to the Representative contained in the section entitled “Underwriting,” the information contained in the section entitled “Notices to Non-U.S. Investors” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters.”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within the meaning time of the Regulations) of the Prospectus and at all times subsequent thereto up any post-effective amendment to the Closing Date and the Option Closing Date, if anyRegistration Statement), the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and Statement did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; . At the applicable Closing Date or the Option Closing Date, as the case may be, the Preliminary Prospectus conformed, and neither the Prospectus will conform, in all material respects when filed with the Commission pursuant to Rule 424(b) under the Act to the requirements of the Act and the Regulations. The Registration Statement, as of the Sale Preliminary Prospectus nor Effective Date, did not, and the Prospectus, nor any amendment thereof or supplement amendments and supplements thereto, on as of their respective dates, nor will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein, or necessary to make the statements therein, not misleading. The Prospectus, as of its date and the Closing Date or the Option Closing Date, as the case may be, did not, and the amendments and supplements thereto, as of their respective dates, will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Sale Preliminary Prospectus Prospectus, as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain not include any untrue statement of a material fact or omit to state any a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 2.2.1 does not apply to statements made information contained in or statements omitted from the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto, in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in inclusion therein. The parties acknowledge and agree that such information provided by or on behalf of the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto which information, it is agreed, shall consist Underwriters consists solely of the following: the names of the several Underwriters, the third full information with respect to dealers’ concessions and reallowances contained in the fourth paragraph of the section entitled “Underwriting,” the information with respect to stabilizing transactions contained in the sixteenth and seventeenth paragraphs of the section entitled “Underwriting” and the subsections captioned “Pricing identity of Securities” (first paragraph only) and “Commissions and Discounts” (second paragraph only) counsel to the Underwriters contained in the section of the Prospectus entitled “UnderwritingLegal Matters” (such information, collectively, the “Underwriters’ Information”).”

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time any post effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained do and will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale did (or at such subsequent Time of Sale pursuant to Section 2.1.1), did does or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein therein, or necessary to make the statements therein, in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Public Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 2.2.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto which information, it is agreed, shall consist thereto. The parties acknowledge and agree that such information provided by or on behalf of any Underwriter consists solely of the names and addresses of the several Underwriters, the third full paragraph statement that the Representative does not make markets in securities contained in [“Risk Factors—The representative of the underwriters in this offering will not make a market for our securities which could adversely affect the liquidity and price of our securities,” the subsections captioned information relating to the securities offerings experience of the Representative and its principals contained in “Pricing Risk Factors—There are risks associated with our underwriter’s lack of Securitiesrecent experience in public offerings,” (first paragraph only) the information with respect to dealers’ concessions and “Commissions and Discounts” (second paragraph only) reallowances contained in the section of the Prospectus entitled “Underwriting,” the information relating to an advance made to the Representative contained in the section entitled “Underwriting,” the information contained in the section entitled “Notices to Non-U.S. Investors” and the identity of counsel to the Underwriters contained in the section entitled “Legal Matters.”]

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time any post-effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters, the third full paragraph Underwriters and the subsections captioned “Pricing of Securities” (first paragraph only) and “Commissions and DiscountsForeign Regulatory Restrictions on Purchase of the Units” (second paragraph only) contained in the section of the Prospectus entitled “Underwriting.”” The Company has not prepared or used and will not prepare or use a “free writing prospectus” as defined in Rule 405 under the Act, in connection with the offering of the Securities. Chardan Capital Markets, LLC ________ __, 2008

10b-5 Representation. At the time of effectiveness of the Registration Statement became effective, upon (or at the filing or first use (within time any post-effective amendment to the meaning of the RegulationsRegistration Statement) of the Prospectus and at all times subsequent thereto up to the Closing Date and the Option Closing Date, if any, the Registration Statement, the Sale Preliminary Prospectus and the Prospectus contained and or will contain all material statements that are required to be stated therein in accordance with the Act and the Regulations, and did or will will, in all material respects respects, conform to the requirements of the Act and the Regulations; and neither . Neither the Registration Statement, the Sale Preliminary Prospectus nor any Preliminary Prospectus or the ProspectusProspectus contained therein, nor any amendment thereof or supplement thereto, on their respective dates, nor the Sale Preliminary Prospectus as of the Time of Sale (or such subsequent Time of Sale pursuant to Section 2.1.1), did or will contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, therein (in light of the circumstances under which they were made), not misleading. When any Preliminary Prospectus or the Sale Preliminary Prospectus was first filed with the Commission (whether filed as part of the Registration Statement for the registration of the Securities or any amendment thereto or pursuant to Rule 424(a) of the Regulations) or first used (within the meaning of the Regulations) and when any amendment thereof or supplement thereto was first filed with the Commission or first used (within the meaning of the Regulations)Commission, such Preliminary Prospectus or the Sale Preliminary Prospectus and any amendments thereof and supplements thereto complied or will have been corrected in the Sale Preliminary Prospectus and the Prospectus to comply in all material respects with the applicable provisions of the Act and the Regulations and did not, does not and will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representation and warranty made in this Section 2.3.1 does not apply to statements made or statements omitted in reliance upon and in Maxim Group LLC , 2007 Page 8 of 45 conformity with written information furnished to the Company with respect to the Underwriters by the Representative expressly for use in the Registration Statement, the Sale Preliminary Prospectus or the Prospectus or any amendment thereof or supplement thereto thereto, which information, it is agreed, shall consist solely of the names of the several Underwriters, the third full paragraph Underwriters and the subsections captioned “Pricing of Securities” (first paragraph only) and “Commissions and DiscountsForeign Regulatory Restrictions on Purchase of the Units” (second paragraph only) contained in the section of the Prospectus entitled “Underwriting.”