COMMISSIONS ARE OR WILL BE PAYABLE BY THE COMPANY
TO ANY BROKER, FINANCIAL ADVISOR OR CONSULTANT, FINDER, PLACEMENT AGENT,
INVESTMENT BANKER, BANK OR OTHER PERSON WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
THE INVESTORS SHALL HAVE NO OBLIGATION WITH
RESPECT TO ANY FEES OR WITH RESPECT TO ANY CLAIMS (OTHER THAN SUCH FEES OR
COMMISSIONS OWED BY A INVESTOR PURSUANT TO WRITTEN AGREEMENTS EXECUTED BY SUCH
INVESTOR WHICH FEES OR COMMISSIONS SHALL BE THE SOLE RESPONSIBILITY OF SUCH
INVESTOR) MADE BY OR ON BEHALF OF OTHER PERSONS FOR FEES OF A TYPE CONTEMPLATED
IN THIS SECTION THAT MAY BE DUE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
12
(S)
CERTAIN REGISTRATION MATTERS. ASSUMING THE ACCURACY OF THE
INVESTORS' REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2(B)-(E), NO
REGISTRATION UNDER THE SECURITIES ACT IS REQUIRED FOR THE OFFER AND SALE OF THE
PREFERRED SHARES AND WARRANTS BY THE COMPANY TO THE INVESTORS UNDER THE
TRANSACTION DOCUMENTS.
EXCEPT AS DISCLOSED IN SCHEDULE 3.1(S), THE COMPANY HAS
NOT GRANTED OR AGREED TO GRANT TO ANY PERSON ANY RIGHTS (INCLUDING "PIGGY‐BACK"
REGISTRATION RIGHTS) TO HAVE ANY SECURITIES OF THE COMPANY REGISTERED WITH THE
COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY THAT HAVE NOT BEEN SATISFIED.
(T)
LISTING AND MAINTENANCE REQUIREMENTS.
EXCEPT AS SPECIFIED
IN THE SEC REPORTS, THE COMPANY HAS NOT, IN THE TWO YEARS PRECEDING THE DATE
HEREOF, RECEIVED NOTICE FROM ANY TRADING MARKET TO THE EFFECT THAT THE COMPANY
IS NOT IN COMPLIANCE WITH THE LISTING OR MAINTENANCE REQUIREMENTS THEREOF.
EXCEPT AS SPECIFIED IN SCHEDULE 3.1(T), THE COMPANY IS, AND HAS NO REASON TO
BELIEVE THAT IT WILL NOT IN THE FORESEEABLE FUTURE CONTINUE TO BE, IN COMPLIANCE
WITH THE LISTING AND MAINTENANCE REQUIREMENTS FOR CONTINUED LISTING OF THE
COMMON STOCK ON THE TRADING MARKET ON WHICH THE COMMON STOCK IS CURRENTLY LISTED
OR QUOTED.
EXCEPT AS SPECIFIED IN SCHEDULE 3.1(T), THE ISSUANCE AND SALE OF THE
SECURITIES UNDER THE TRANSACTION DOCUMENTS DOES NOT CONTRAVENE THE RULES AND
REGULATIONS OF THE TRADING MARKET ON WHICH THE COMMON STOCK IS CURRENTLY LISTED
OR QUOTED, AND NO APPROVAL OF THE SHAREHOLDERS OF THE COMPANY THEREUNDER IS
REQUIRED FOR THE COMPANY TO ISSUE AND DELIVER TO THE INVESTORS THE SECURITIES
CONTEMPLATED BY TRANSACTION DOCUMENTS.
(U)
INVESTMENT COMPANY.
THE COMPANY IS NOT, AND IS NOT AN
AFFILIATE OF, AND IMMEDIATELY UPON RECEIPT AND APPLICATION OF THE PURCHASE PRICE
FOR THE SECURITIES AT CLOSING WILL NOT HAVE BECOME, AN "INVESTMENT COMPANY"
WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(V)
APPLICATION OF TAKEOVER PROTECTIONS.
THE COMPANY HAS TAKEN
ALL NECESSARY ACTION, IF ANY, IN ORDER TO RENDER INAPPLICABLE ANY CONTROL SHARE
ACQUISITION, BUSINESS COMBINATION, POISON PILL (INCLUDING ANY DISTRIBUTION UNDER
A RIGHTS AGREEMENT) OR OTHER SIMILAR ANTI‐TAKEOVER PROVISION UNDER THE COMPANY'S
CERTIFICATE OF INCORPORATION (OR SIMILAR CHARTER DOCUMENTS) OR THE LAWS OF ITS
STATE OF INCORPORATION THAT IS OR COULD BECOME APPLICABLE TO THE INVESTORS AS A
RESULT OF ACTIONS BY THE INVESTORS AND THE COMPANY TO FULFILL THEIR