Conditions to Obligations of the Company to Effect the Closing. The obligations of the Company to consummate the Closing shall be subject to the representations and warranties of Investor being true and correct in all respects on and as of the Effective Date and as of the Closing as though such representations and warranties were made as of the Closing (except for representations and warranties that address matters only as to a specified date, which representations and warranties shall be true and correct with respect to such specified date).

38 Article IX INDEMNIFICATION

Conditions to the Obligations of the Underwriters. The obligations of the Underwriters to purchase the Underwritten Securities and the Option Securities, as the case may be, shall be subject to the accuracy of the representations and warranties on the part of the Issuer contained herein as of the Execution Time, the Closing Date and any settlement date pursuant to Section 3 hereof, to the accuracy of the statements of the Issuer made in any certificates pursuant to the provisions hereof, to the performance by the Issuer of its obligations hereunder and to the following additional conditions:

. Whenever required under Section 2.1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

Obligations of the Company. In exchange for Indemnitor’s agreement to indemnify pursuant to this Agreement and the other obligations of Indemnitor set forth herein, the Company agrees to pay Indemnitor a one-time fee of $388,945 within two (2) business days following the date on which this Agreement becomes effective (the “90 Day Fee Amount”).

Obligations of the Company. In connection with the registration of the Registrable Securities, the Company shall have the following obligations:

Obligations of the Company. Whenever registration of Registrable Securities is required pursuant to this Agreement, the Company shall use commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as possible (subject to compliance with any rights under the Existing Stockholders’ Agreement), and in connection with any such request, the Company shall, as expeditiously as possible:

Obligations of the Company. Whenever registration of Registrable Securities is required pursuant to this Agreement, the Company shall use commercially reasonable efforts to effect the registration and sale of such Registrable Securities in accordance with the intended method of distribution thereof as promptly as possible (subject to compliance with any rights under the Existing Stockholders’ Agreement), and in connection with any such request, the Company shall, as expeditiously as possible:

Obligations of the Company. If and whenever the Company is required by the provisions hereof to effect or cause the registration of any Registrable Securities under the Securities Act as provided herein, the Company shall:

Conditions to the Company’s Obligations. The obligation of the Company to consummate the Exchange is subject to the fulfillment, to the Company’s reasonable satisfaction, prior to or at the Closing, of each of the following conditions: