Common use of Registration Under the Securities Act of 1933 Clause in Contracts

Registration Under the Securities Act of 1933. The Warrants, the Shares, and any of the other securities issuable upon exercise of the Warrants have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-_____) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Sharesshares of Common Stock and Redeemable Warrants issuable upon exercise of the Warrants, the shares of Common Stock issuable upon exercise of such Redeemable Warrants and any of the other securities issuable upon exercise of the Warrants or Redeemable Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-_____) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, reason whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares, Shares and any of the other securities issuable upon exercise of the Warrants have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-_____) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statementstatement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares Common Stock underlying the Warrants, Warrants and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant SecuritiesShares") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Sharesshares of Common Stock and Underlying Warrants, and any of the or other securities issuable upon exercise of the Warrants, or other securities issuable upon exercise of the Underlying Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-_____333-88065) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, Warrants and the Shares, and any of the other securities Shares issuable upon exercise of the Warrants have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-________) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, reason whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant SecuritiesShares") shall bear the following legend: "The securities Securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available."

Registration Under the Securities Act of 1933. The Warrants, the Shares, and any of the other securities issuable upon exercise of the Warrants have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Sharesshares of Common Stock and Redeemable Warrants issuable upon exercise of the Warrants, the shares of Common Stock issuable upon exercise of the Redeemable Warrants issuable upon exercise of the Warrants and any of the other securities issuable upon exercise of the Warrants or Redeemable Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-________) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and the Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, reason whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Sharesshares of Common Stock, the Redeemable Warrants, the Debentures, the Common Stock underlying the Debentures and any of the Redeemable Warrants or other securities issuable exercisable upon exercise of the Warrants (the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-_____333-33247) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares, shares of Common Stock and any the Redeemable Warrants underlying the Warrants and the shares of Common Stock issuable upon exercise of the Redeemable Warrants underlying the Warrants and the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____333-86981) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-post effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants, and any upon exercise, in whole or in part of the Redeemable Warrants, certificates representing the shares of Common Stock underlying the Redeemable Warrants and the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered offered, sold, pledged, hypothecated, assigned or sold transferred except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, (1) In the Shares, and event that at any of the other securities issuable upon exercise of the Warrants have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-time after _____) (______, 2001, and on or before the "Registration Statement"). All third anniversary of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoeverdate, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part files a registration statement or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered an offering statement under Regulation A under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold which relates to a current offering of securities of the Company (except pursuant to (i) an effective a registration statement under filed for a purpose which would render inappropriate the covenants of the Company contained in this subsection (1) of a registration statement on Form S-8 or Form S-4 or any other such form), such registration statement and the prospectus included therein or such offering statement, as the case may be, shall also, at the written request to the Company of Holder, relate to, and meet the requirements of the Act with respect to, any public offering of the Warrants and/or the Warrant Stock so as to permit the public sale thereof in compliance with the Act, (ii) provided Holder holds Warrant Stock. As long as there are shares of Warrant Stock outstanding and/or shares of Warrant Stock which may be acquired upon exercise of outstanding Warrants, the Company shall give written notice to the extent applicable, Rule 144 Holder of its intention to file a registration statement or offering statement under Regulation A under the Act (or any similar rule under such Act relating to a current offering of the disposition aforesaid securities of securities)the Company, forty-five (45) or (iii) an opinion more days prior to the filing of counselsuch registration statement or offering statement, if such opinion and the written request provided for in the first sentence of this subsection shall be reasonably satisfactory to counsel made by the Holder fifteen (15) or more days prior to the issuerdate specified in such notice as the date on which the Company intends to file such registration statement or offering statement. Neither the delivery of such notice by the Company nor of such request by the Holder shall in any way obligate the Company to file such registration statement or offering statement, and, notwithstanding the filing thereof the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which it relates, without liability to the Holder, except that an the Company shall pay such expenses as are contemplated to be paid by it under subsection (4) of this Section (k). Any right of Holder to request registration or qualification pursuant to this subsection (1) will expire three (3) years after _____________, 2001. The Company shall file a registration statement if all of the shares of Warrant Stock which have been requested to be registered cannot be sold under Regulation A because of the limited exemption from registration under such Act is availableprovided thereby.

Registration Under the Securities Act of 1933. The Warrants, Warrants and the Shares, shares of Common Stock underlying the Warrants and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____) (the "Registration Statement"). All of the representations and warranties of the Company and the Subsidiary contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-post effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shares of Common Stock underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered offered, sold, pledged, hypothecated, assigned or sold transferred except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares, and any of the other securities issuable upon exercise of the Warrants have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 S-2 (Registration No. 333-_____) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares, shares of Common Stock and any of the Redeemable Warrants or other securities issuable upon exercise of the Warrants, and the shares of Common Stock or other securities issuable upon exercise of the Redeemable Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____333-25445) (the "Registration Statement"). All of the representations representatives and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Sharesshares of Common Stock and Redeemable Warrants, and any of the or other securities issuable upon exercise of the Warrants, and the shares of Common Stock or other securities issuable upon exercise of the Redeemable Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-_____) __ (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered offered, sold, pledged, hypothecated, assigned or sold transferred except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Representative Warrants, the Shares, shares of Common Stock and the Warrants underlying the Representative Warrants and the shares of Common Stock issuable upon exercise of the Warrants underlying the Representative Warrants and any of the other securities issuable upon exercise of the Representative Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____333- ) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-post effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Representative Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Representative Warrants, certificates representing the Shares shares of Common Stock and the Warrants underlying the Representative Warrants, and upon exercise, in whole or in part of the Warrants, certificates representing the shares of Common Stock underlying the Warrants and any of the other securities issuable upon exercise of the Representative Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered offered, sold, pledged, hypothecated, assigned or sold transferred except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares, shares of Common Stock and any the Redeemable Warrants underlying the Warrants and the shares of Common Stock issuable upon exercise of the Redeemable Warrants underlying the Warrants and the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____333- ) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-post effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shares of Common Stock and the Redeemable Warrants underlying the Warrants, and any upon exercise, in whole or in part of the Redeemable Warrants, certificates representing the shares of Common Stock underlying the Redeemable Warrants and the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered offered, sold, pledged, hypothecated, assigned or sold transferred except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares, and any of the other securities issuable upon exercise of the Warrants have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____333-88511) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to use commercially reasonable efforts to file post-promptly post effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares, shares of Common Stock and any of the Redeemable Warrants or other securities issuable upon exercise of the Warrants, and the shares of Common Stock or other securities issuable upon exercise of the Redeemable Warrants have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-333- _______) (the "Registration Statement"). All of the representations representatives and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, Warrants and the Shares, shares of Common Stock underlying the Warrants and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-_____) (the "Registration Statement"). All of the representations and warranties of the Company and the Subsidiary contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-post effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shares of Common Stock underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered offered, sold, pledged, hypothecated, assigned or sold transferred except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares, and any shares of the Series A Preferred or other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____________) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file no more than one post-effective amendments amendment to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event thatIf, for any reason, whatsoever, reason the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available. The Warrants have been issued to the Underwriter under an exemption from registration under the Act, and the Warrant Certificate representing the Warrants shall contain the restricted legend provided as part of Exhibit A annexed hereto.

Registration Under the Securities Act of 1933. The Warrants, the Securities issuable upon exercise of the Warrants, the shares of Common Stock issuable upon redemption or conversion of the Preferred Shares, the shares of Common Stock issuable upon exercise of the Redeemable Warrants underlying the Warrants and any of the other securities issuable upon redemption or conversion of the Preferred Shares or exercise of the Warrants or Redeemable Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 (Registration No. 333-_____333-11813) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, reason whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Shares, and any of the other securities issuable upon exercise of the Warrants have been registered under the Securities Act of 1933, as amended (the "Act"), pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-[_________]) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-post effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, the Sharesshares of Common Stock and Redeemable Warrants, and any of the or other securities issuable upon exercise of the Warrants, and the shares of Common Stock or other securities issuable upon exercise of the Redeemable Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____333-46005) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by referencereference herein. The Company agrees and covenants promptly to file post-effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") Securities shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered or sold except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.

Registration Under the Securities Act of 1933. The Warrants, Warrants and the Shares, shares of Common Stock underlying the Warrants and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") have been registered under the Securities Act of 1933, as amended (the "Act"), ) pursuant to the Company's Registration Statement on Form S-1 SB-2 (Registration No. 333-_____) (the "Registration Statement"). All of the representations and warranties of the Company contained in the Underwriting Agreement relating to the Registration Statement, the Preliminary Prospectus and Prospectus (as such terms are 5 7 defined in the Underwriting Agreement) and made as of the dates provided therein, are hereby incorporated by reference. The Company agrees and covenants promptly to file post-post effective amendments to such Registration Statement as may be necessary in order to maintain its effectiveness and otherwise to take such action as may be necessary to maintain the effectiveness of the Registration Statement as long as any Warrants are outstanding. In the event that, for any reason, whatsoever, the Company shall fail to maintain the effectiveness of the Registration Statement, upon exercise, in part or in whole, of the Warrants, certificates representing the Shares shares of Common Stock underlying the Warrants, and any of the other securities issuable upon exercise of the Warrants (collectively, the "Warrant Securities") shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended ("Act"), and may not be offered offered, sold, pledged, hypothecated, assigned or sold transferred except pursuant to (i) an effective registration statement under the Act, (ii) to the extent applicable, Rule 144 under the Act (or any similar rule under such Act relating to the disposition of securities), or (iii) an opinion of counsel, if such opinion shall be reasonably satisfactory to counsel to the issuer, that an exemption from registration under such Act is available.