Common use of Consultant Representations Clause in Contracts

Consultant Representations. The Consultant hereby represents and warrants to the Company that: (a) All of the Consultant's directors, officers, employees, representatives and agents (collectively the "Management and Employees") who will be providing services pursuant to this Agreement are familiar with and responsible for compliance with all applicable securities legislation in relation to the providing the services, including but not limited to United States securities laws and in particular Regulation FD under the Securities Exchange Act of 1934, as amended; (b) The Consultant is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of this Agreement by the Consultant has been duly authorized by all necessary action on the part of the Consultant, and when executed and delivered by the Consultant, will constitute the valid and legally binding obligation of the Consultant, enforceable against it in accordance with its terms; (c) The Consultant is acquiring the Warrants, and will be acquiring the underlying shares of common stock upon exercise of the Warrants (together with the Warrants, the "Securities") as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, without prejudice, however, to the Consultant's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws; (d) The Consultant is acquiring the Securities hereunder in the ordinary course of its business; (e) The Consultant does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities; (f) At the time the Consultant was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended; (g) The Consultant has not been formed solely for the purpose of acquiring the Securities; (h) The Consultant is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended. (i) The Consultant, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment; (j) The Consultant is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment; and (k) The Consultant is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

Consultant Representations. The In connection with the issuance of Shares under this Agreement, the Consultant hereby represents and warrants to the Company thatCorporation as follows: (ai) All The Consultant is acquiring and will hold the Shares for investment for his or her account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Consultant's directorsSecurities Act. (ii) The Consultant understands that the Shares have not been registered under the Securities Act by reason of a specific exemption therefrom and that the Shares must be held indefinitely, officersunless they are subsequently registered under the Securities Act or the Consultant obtains an opinion of counsel, employees, representatives in form and agents (collectively the "Management and Employees") who will be providing services pursuant to this Agreement are familiar with and responsible for compliance with all applicable securities legislation in relation substance satisfactory to the providing Corporation and its counsel, that such registration is not required. The Consultant further acknowledges and understands that the servicesCorporation is under no obligation to register the Shares. (iii) The Consultant is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions, including but (without limitation) the availability of certain current public information about the issuer, the resale occurring only after the holding period required by Rule 144 has been satisfied, the sale occurring through an unsolicited "broker's transaction," and the amount of securities being sold during any three-month period not limited to United States securities laws and exceeding specified limitations. (iv) The Consultant will not sell, transfer or otherwise dispose of the Shares in particular Regulation FD under violation of the Securities Act, the Securities Exchange Act of 1934, as amended; (b) or the rules promulgated thereunder, including Rule 144 under the Securities Act. The Consultant is an entity duly organized, validly existing and in good standing under the laws agrees that he or she will not dispose of the jurisdiction of its organization Shares unless and until he or she has complied with the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery all requirements of this Agreement by applicable to the Consultant disposition of Shares and he or she has been duly authorized by all necessary action on provided the part Corporation with written assurances, in substance and form satisfactory to the Corporation, that (A) the proposed disposition does not require registration of the Consultant, and when executed and delivered by the Consultant, will constitute the valid and legally binding obligation of the Consultant, enforceable against it in accordance with its terms; (c) The Consultant is acquiring the Warrants, and will be acquiring the underlying shares of common stock upon exercise of the Warrants (together with the Warrants, the "Securities") as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, without prejudice, however, to the Consultant's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement Shares under the Securities Act or under an all appropriate action necessary for compliance with the registration requirements of the Securities Act or with any exemption from such registration available under the Securities Act (including Rule 144) has been taken and (B) the proposed disposition will not result in compliance with the contravention of any transfer restrictions applicable federal and state securities to the Shares under any "blue sky" laws;. (dv) The Consultant has been furnished with, and has had access to, such information as he or she considers necessary or appropriate for deciding whether to invest in the Shares, and the Consultant has had an opportunity to ask questions and receive answers from the Corporation regarding the terms and conditions of the issuance of the Shares. (vi) The Consultant is acquiring the Securities hereunder aware that his or her investment in the ordinary course Corporation is a speculative investment that has limited liquidity and is subject to the risk of its business; (e) The Consultant does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities; (f) At the time the Consultant was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended; (g) The Consultant has not been formed solely for the purpose of acquiring the Securities; (h) complete loss. The Consultant is not a registered broker-dealer under Section 15 of able, without impairing his or her financial condition, to hold the Securities Exchange Act of 1934, as amended. (i) The Consultant, either alone or together with its representatives, has such knowledge, sophistication Shares for an indefinite period and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment; (j) The Consultant is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford suffer a complete loss of such investment; and (k) The Consultant is not purchasing his or her investment in the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisementShares.

Consultant Representations. The Consultant hereby represents Client is entering into this Agreement and warrants issuing the Client Common Stock to the Company thatConsultant in reliance upon the following representations made by the Consultant: (a) All of Consultant acknowledges and agrees that the Consultant's directors, officers, employees, representatives and agents (collectively Client Common Stock to be issued hereunder has not been registered with the "Management and Employees") who will be providing services pursuant to this Agreement are familiar with and responsible for compliance with all applicable securities legislation in relation to the providing the services, including but not limited to United States securities laws Securities and in particular Regulation FD under the Securities Exchange Act of 1934, as amended; Commission (b“SEC”) The Consultant is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or with the requisite corporate power and securities regulatory authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunderof any state. The execution and delivery of this Agreement by the Consultant has been duly authorized by all necessary action on the part of the Consultant, and when executed and delivered by the Consultant, will constitute the valid and legally binding obligation of the Consultant, enforceable against it in accordance with its terms; (c) The Consultant Client Common Stock is acquiring the Warrants, and will be acquiring the underlying shares of common stock upon exercise of the Warrants (together with the Warrants, the "Securities") as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, without prejudice, however, to the Consultant's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable restrictions imposed by federal and state securities laws; (d) The Consultant is acquiring the Securities hereunder in the ordinary course of its business; (e) The Consultant does not have any agreement or understanding, directly or indirectly, with any person to distribute any of the Securities; (f) At the time the Consultant was offered the Securities, it waslaws and regulations on transferability and resale, and at the date hereof it is, and on each date on which it exercises any Warrants it will be, an "accredited investor" may not be transferred assigned or resold except as defined in Rule 501(a) permitted under the Securities Act of 1933, as amended; amended (g) The Consultant has not been formed solely for the purpose of acquiring “Act”), and the Securities; (h) The Consultant is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934applicable state securities laws, as amendedpursuant to registration thereunder or exemption therefrom. (b) Consultant is an “accredited investor” within the meanings set forth in Regulation D of the Act. (c) Consultant (i) The Consultanthas had, either alone and continues to have, access to detailed information with respect to the business, financial condition, results of operations and prospects of Client; (ii) has received or together with its representativeshas been provided access to all material information concerning an investment in Client; and (iii) has been given the opportunity to obtain any additional information or documents from, has such knowledgeand to ask questions and receive answers of, sophistication the officers, directors and experience in business and financial matters so as representatives of Client to be capable of evaluating the extent necessary to evaluate the merits and risks related to an investment in Client represented by the Common Stock, including an opportunity to review all of Client’s public filings with the SEC. (d) Consultant either has a pre-existing personal or business relationship with the Client or its officers, directors or controlling persons, or by reason of Consultant’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Client, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the prospective investment Common Stock. (e) As a result of Consultant’s study of the aforementioned information and Consultant’s prior overall experience in the Securitiesfinancial matters, and has so evaluated Consultant’s familiarity with the merits nature of businesses such as Client, Consultant is properly able to evaluate the capital structure of Client, the business of Client, and the risks of such investment;inherent therein. (jf) The Consultant understands the restrictions on his ability to transfer and resale the Client Common Stock. Consultant’s financial condition is able such that Consultant can afford to bear the economic risk of an investment in holding the Securities andClient Common Stock, at the present time, is able and to afford suffer a complete loss of such investment; andConsultant’s investment in Client represented by the Client Common Stock. (kg) The Consultant Consultant’s principal place of business is not purchasing in the Securities as a result State of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisementNew Jersey.

Consultant Representations. The Consultant hereby represents Client is entering into this Agreement and warrants issuing the Shares to the Company thatConsultant in reliance upon the following representations made by the Consultant: (a) All Consultant has had adequate opportunity to obtain publicly available information from the Client concerning the business of the Consultant's directorsClient. Client has not disclosed any material non-public information to Consultant in connection with the issuance of the Shares. Consultant has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Client, officersis able to bear the risks of an investment in the Client and understands the risks of, employeesand other considerations relating to, representatives and agents (collectively the "Management and Employees") who will be providing services pursuant to this Agreement are familiar with and responsible for compliance with all applicable securities legislation in relation to issuance of the providing the services, including but not limited to United States securities laws and in particular Regulation FD under the Securities Exchange Act of 1934, as amended;Shares. (b) The Shares to be issued hereunder are being acquired by Consultant is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of this Agreement by the Consultant has been duly authorized by all necessary action on the part of the for Consultant, and when executed and delivered by the Consultant, will constitute the valid and legally binding obligation of the Consultant, enforceable against it in accordance with its terms; (c) The Consultant is acquiring the Warrants, and will be acquiring the underlying shares of common stock upon exercise of the Warrants (together with the Warrants, the "Securities") as principal for its ’s own account for investment purposes only and not with a view to resale or for distributing or reselling such Securities or any part thereof, without prejudice, however, to the Consultant's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Securities distribution (except pursuant to an effective a registration statement under the Securities Act or under an exemption from such registration and as provided in compliance with applicable federal and state securities laws;Section 6). (dc) The Consultant is acquiring either has a pre-existing personal or business relationship with the Securities hereunder in Client or its officers, directors or controlling persons, or by reason of Consultant’s business or financial experience, or the ordinary course business or financial experience of its business; (e) The Consultant does their professional advisors who are unaffiliated with and who are not have any agreement or understandingcompensated by the Client, directly or indirectly, have the capacity to protect its own interests in connection with any person to distribute any the issuance of the Securities;Shares. (fd) At Consultant understands that the time the Consultant was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants it will be, an "accredited investor" as defined in Rule 501(a) Shares have not been registered under the Securities Act of 1933, as amended;amended (the “Securities Act”), the securities laws of any state thereof or the securities laws of any other jurisdiction, nor is such registration contemplated. Consultant understands and agrees further that the Shares must be held indefinitely unless they are subsequently registered under the Securities Act and appropriate state securities laws or an exemption from registration under the Securities Act and appropriate state securities laws covering the sale of the Shares, as applicable, is available. Consultant understands that legends stating that the Shares has not been registered under the Securities Act and state securities laws and setting out or referring to the restrictions on the transferability and resale of the Shares will be placed on the certificates representing the Shares. Consultant’s overall commitment to the Client and other investments that are not readily marketable is not disproportionate to Consultant’s net worth and Consultant has no need for immediate liquidity in Consultant’s investment in the Client. (e) Consultant has had the opportunity to review the Client’s public reports filed with the Securities and Exchange Commission, including, without limitation, the Form 8-K filed with the SEC on October 22, 2007, which contains the most recent public information regarding the Client (the “SEC Filings’), including certain risk factors related to the Client and an investment in the Client. Consultant understands that certain forward-looking statements that may be contained in the SEC Filings by their nature involve significant elements of subjective judgment and analysis that may or may not be correct; that there can be no assurance that such forward-looking statements will be accurate; and that such forward-looking statements should not be relied on as a promise or representation of the future performance of the Client. (f) Consultant has consulted to the extent deemed appropriate by Consultant with Consultant’s own advisers as to the financial, tax, legal and related matters concerning the issuance of Shares. (g) Consultant is a corporation which is authorized to purchase the Shares and otherwise to comply with its obligations under this Agreement. The person signing this Agreement on behalf of such entity is duly authorized by such entity to do so. This Agreement is the valid and binding agreement of Consultant has and enforceable against Consultant in accordance with its terms. Such execution, delivery and compliance by or on behalf of Consultant does not been formed solely for conflict with, or constitute a default under, any instruments to which Consultant is bound, any law, regulation or order to which Consultant is subject, or any agreement to which Consultant is a party or by which Consultant is or may be bound. Consultant is organized and qualified under the purpose law of acquiring the Securities;state indicated above. (h) The Consultant is acknowledges that legal counsel to the Client does not a registered broker-dealer under Section 15 represent any Consultant, and that legal counsel to the Client shall owe no duties directly to that Consultant. Consultant acknowledges that legal counsel to the Client has not represented the interests of Consultant, or any documents or agreements related to the Securities Exchange Act of 1934investment, as amendedincluding this Agreement. Consultant represents and warrants that it has not revealed or disclosed any confidential information to legal counsel to the Client, and that Consultant has either engaged independent legal counsel to represent them with respect to the investment, or has had the opportunity to do so. (i) The ConsultantConsultant is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, either alone such that one or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks more of the prospective investment in qualifications set forth on the Securitiesattached Consultant Suitability Questionnaire applies, and Consultant has so evaluated completed, executed and delivered to the merits Client an Consultant Suitability Questionnaire, and risks of such investment; (j) The the information contained in Consultant Suitability Questionnaire is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment; and (k) The Consultant is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisementtrue and correct.

Consultant Representations. The Consultant hereby represents and warrants makes the following representations: a. Consultant has no prior or existing legally binding obligations that are in conflict with its entering into this Agreement; b. Consultant shall not offer or make payment of any consideration to brokers, dealers, or others for purposes of inducing the Company that: (a) All purchase, making of a market or recommendation for the purchase of the Company's securities; c. Consultant is not currently and never has been the subject of an investigation or inquiry by the Securities and Exchange Commission, the NASD, or any state securities commission; d. Consultant's directors, officers, employees, representatives activities and agents (collectively operations fully comply with now and will comply with in the "Management and Employees") who will be providing services pursuant to this Agreement are familiar with and responsible for compliance with future all applicable securities legislation in relation to the providing the services, including but not limited to United States state and federal securities laws and in particular Regulation FD under the Securities Exchange Act of 1934regulations; e. Consultant understands that, as amended; (b) The a result of his services, he may have come to possess material non-public information about the Company, and that he has implemented internal control procedures designed to reasonably ensure that neither he nor any of his employees, agents, contractors or affiliates, trade in the securities of Company while in possession of material non-public information; f. For a period of two years from the date of this Agreement, the Consultant is an entity duly organizedshall treat as the Company's confidential trade secrets and keep confidential all data, validly existing information, ideas, knowledge and in good standing under papers pertaining to the laws proprietary technical information of the jurisdiction of its organization with Company as well as business and financial information related thereto (the requisite corporate power and authority to enter into and to consummate "Confidential Information"). Notwithstanding the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of this Agreement by the Consultant has been duly authorized by all necessary action on the part of the Consultantforegoing , "Confidential Information" shall not include, and when executed and delivered by the Consultant, will constitute the valid and legally binding obligation of the Consultant, enforceable against it in accordance with its terms; (c) The Consultant is acquiring the Warrants, and will be acquiring the underlying shares of common stock upon exercise of the Warrants (together with the Warrants, the "Securities") as principal for its own account for investment purposes only and not with a view to or for distributing or reselling such Securities or any part thereof, without prejudice, however, to the Consultant's right, subject to the provisions of this AgreementAgreement will not apply to, any information disclosed by the Company and/or Consultant (1) if such information is demonstrated to be generally available to the public at all times the time of disclosure to sell or otherwise dispose of all or the Consultant; (2) after the time, if any, that such information becomes generally available to the public without any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws; breach by Consultant; (d3) The Consultant is acquiring the Securities hereunder was already in the ordinary course Consultant's possession at the time of its business; disclosure to the Consultant (ewhether such time of disclosure is before or after the date hereof); (4) The is developed by the Consultant does not have any agreement or understanding, directly or indirectly, with any person to distribute any independently of the Securities; Services; or (f5) At the time was lawfully received by the Consultant was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended; (g) The Consultant has not been formed solely for the purpose of acquiring the Securities; (h) The Consultant is not from a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended. (i) The Consultant, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so third party without restriction as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment; (j) The Consultant is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment; and (k) The Consultant is not purchasing the Securities as a result of any advertisement, article, notice disclosure or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisementuse.

Consultant Representations. The Consultant hereby represents (on its own behalf and warrants to the Company that: (a) All on behalf of the Consultant's directorsany and all related parties, affiliates, owners, members, employees, officers, employeesand directors) agrees it (and such persons) will comply with all laws, representatives rules and agents (collectively regulations related to the "Management and Employees") who will be providing services activities on behalf of the Client contemplated pursuant to this Agreement are familiar Agreement. Consultant shall provide a prominent notice on all newsletters and websites/webcasts/interview materials and other communications with and responsible for compliance with all applicable securities legislation investors or prospective investors in relation which Consultant may be reasonably deemed to the providing the services, including but not limited to United States securities laws and in particular Regulation FD under the Securities Exchange Act of 1934, as amended; (b) The Consultant is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of this Agreement by the be giving advice or making a recommendation that Consultant has been duly authorized by all necessary action on the part compensated for its services and received stock of the Consultant, Client (directly or indirectly) specifically referencing Client by name and when executed and delivered by the Consultant, will constitute the valid and legally binding obligation number of the Consultant, enforceable against it in accordance with its terms; shares received (cdirectly or indirectly) The Consultant is acquiring the Warrants, and will profit from its promotional activities for Client, including the number of shares and whether it has or will be acquiring the underlying shares of common stock upon exercise of the Warrants (together with the Warrants, the "Securities") as principal for its own account for investment purposes only and making sales during any period. Consultant agrees that it will not with a view to or for distributing or reselling such Securities or conceal at any part thereof, without prejudice, however, to the Consultant's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws; (d) The Consultant is acquiring the Securities hereunder in the ordinary course of its business; (e) The Consultant does not have any agreement or understandingtime if it will, directly or indirectly, with any person to distribute any be selling shares while promoting the stock and recommending that investors purchase the stock of the Securities; (f) At the time the Client. Consultant was offered the Securities, it was, covenants and at the date hereof it is, and on each date on which it exercises any Warrants agrees that it will beat all times engage in acts, an "accredited investor" as defined in Rule 501(apractices and courses of business that comply with Section 17(a) under and (b) of the Securities Act of 1933, as amended; (g, as well as Section 10(b) The Consultant has not been formed solely for the purpose of acquiring the Securities; (h) The Consultant is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended. (i) The Consultant, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated adopted policies and procedures adequate to assure all of Consultant’s personnel are aware of the merits limitation on their activities, and risks of the disclosure obligations, imposed by such investment; (j) The laws and the rules and regulations promulgated thereunder. Consultant is able to bear aware that the economic risk federal securities laws restrict trading in the Client securities while in possession of material non-public information concerning the Client as well as the Requirements of Regulation FD that prohibit communications of material non public information, and the requirements thereof in the event of an investment unintentional or inadvertent non public disclosure. Consultant agrees to immediately inform Client in the Securities and, at event that an actual or potential Regulation FD disclosure has occurred and assist counsel in the present time, is able method by which corrective steps should be taken. Client acknowledges that with respect to afford a complete loss of such investment; and (k) The Consultant is not purchasing the Securities as a result of any advertisement, article, notice Company securities now or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar time hereafter beneficially owned by Consultant or any other general solicitation of its affiliates, that he will refrain from trading in the Company’s securities while he or general advertisementany such affiliate is in possession of material non-public information concerning the Company, its financial condition, or its business and affairs or prospects.

Consultant Representations. The Consultant hereby represents and warrants to the Company thatas follows: (a) All of the Consultant's directors, officers, employees, representatives and agents (collectively the "Management and Employees") who will be providing services pursuant to this Agreement The Shares are familiar with and responsible for compliance with all applicable securities legislation in relation to the providing the services, including but not limited to United States securities laws and in particular Regulation FD under the Securities Exchange Act of 1934, as amended; (b) The Consultant is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution and delivery of this Agreement being acquired by the Consultant has been duly authorized by all necessary action on the part of the Consultant, and when executed and delivered by the Consultant, will constitute the valid and legally binding obligation of the Consultant, enforceable against it in accordance with its terms; (c) The Consultant is acquiring the Warrants, and will be acquiring the underlying shares of common stock upon exercise of the Warrants (together with the Warrants, the "Securities") as principal for its own account account, for investment purposes only and not with a view to the sale or for distributing or reselling such Securities or any part thereof, without prejudice, however, to the Consultant's right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose distribution of all or any part of such Securities pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws; (d) The Consultant is acquiring the Securities hereunder in the ordinary course of its business; (e) The Consultant does not have any agreement or understandingShares, directly or indirectly, nor with any person present intention to sell or to in any way distribute any of the Securities;Shares. (f) At the time the Consultant was offered the Securities, it was, and at the date hereof it is, and on each date on which it exercises any Warrants it will be, an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended; (gb) The Consultant has not been formed solely for the purpose of acquiring the Securities; (h) The Consultant is not a registered broker-dealer under Section 15 of the Securities Exchange Act of 1934, as amended. (i) The Consultant, either alone or together with its representatives, has such knowledge, sophistication sufficient knowledge and experience in business and financial matters so as to be capable of evaluating the merits and risks of acquiring the prospective investment in the Securities, and has so evaluated the merits and risks of such investment;Shares. (jc) The Consultant has reviewed copies of such documents and other information as the Consultant has deemed necessary in order to make an informed investment decision with respect to its acquisition of the Shares. d) The Consultant (a) has had both the opportunity to ask questions and receive answers from the officers and directors of the Company and all persons acting on its behalf concerning the Shares and the business of the Company, and (b) is able to bear familiar with the business, management, financial condition and affairs of the Company. e) The Consultant understands that the Shares may not be sold, transferred or otherwise disposed of without registration under the Act or the availability of an exemption therefrom, and that in the absence of an effective registration statement covering the Shares or an available exemption from registration under the Act, the Shares must be held indefinitely. Further, the Consultant understands and has the financial capability of assuming the economic risk of an investment in the Securities and, at Shares for an indefinite period of time. f) The Consultant has been advised by the present time, is Company that the Consultant will not be able to afford a complete loss dispose of such investment; andthe Shares, or any interest therein, without first complying with the relevant provisions of the Act and any applicable state securities laws. (kg) The Consultant understands the provisions of Rule 144 promulgated under the Act, permitting the routine sales of the securities of certain issuers subject to the terms and conditions thereof. h) The Consultant acknowledges that the Company is under no obligation to register the Shares or to furnish any information or take any other action to assist the undersigned in complying with the terms and conditions of any exemption which might be available under the Act or any state securities laws with respect to sales of the Shares in the future. i) The Consultant is not purchasing an “Accredited Investor” as defined in Rule 501 of Regulation D of the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisementAct.