WERE NOT
ISSUED IN VIOLATION OF THE PREEMPTIVE RIGHTS OF ANY PERSON, (III) WERE ISSUED IN
TRANSACTIONS THAT WERE (A) EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE SECURITIES ACT, (B) REGISTERED OR QUALIFIED (OR WERE EXEMPT
FROM REGISTRATION OR QUALIFICATION) UNDER THE REGISTRATION OR QUALIFICATION
REQUIREMENTS OF ALL APPLICABLE STATE SECURITIES LAWS AND (C) ACCOMPLISHED IN
CONFORMITY WITH ALL OTHER APPLICABLE SECURITIES LAWS.
(B)
THE APPROXIMATELY 6,600,000 SHARES OF PARENT COMMON STOCK TO
BE ISSUED AT THE CLOSING PURSUANT TO SECTION 1.9(B) HEREOF, WHEN ISSUED AND
DELIVERED IN ACCORDANCE WITH THE TERMS HEREOF, SHALL BE DULY AND VALIDLY ISSUED,
FULLY PAID AND NON-ASSESSABLE AND NOT IN VIOLATION OF ANY PREEMPTIVE RIGHTS.
BASED, IN PART, ON THE REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS AS
CONTEMPLATED BY SECTION 4 HEREOF AND ASSUMING THE
ACCURACY THEREOF, THE ISSUANCE OF THE PARENT COMMON STOCK UPON THE MERGER AND
EXCHANGE PURSUANT TO ARTICLE WILL BE EXEMPT FROM THE REGISTRATION AND PROSPECTUS
DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND FROM THE QUALIFICATION OR
REGISTRATION REQUIREMENTS OF ANY APPLICABLE STATE BLUE SKY OR SECURITIES LAWS.
3.10
SEC REPORTING AND COMPLIANCE.
(A)
PARENT FILED A REGISTRATION STATEMENT ON FORM S-1 (NO.
333-174175) UNDER THE SECURITIES ACT WHICH BECAME EFFECTIVE ON JULY 12, 2011,
AND HAS NOT BEEN WITHDRAWN.
ALL SHARES HELD BY SELLING STOCKHOLDERS IN SUCH
REGISTRATION STATEMENT, OTHER THAN THOSE HELD BY AFFILIATES OF PARENT, HAVE BEEN
SOLD IN ACCORDANCE WITH THE PLAN OF DISTRIBUTION SET FORTH IN SUCH REGISTRATION
STATEMENT.
(B)
SINCE JULY 12, 2011, PARENT HAS FILED WITH THE COMMISSION ALL
REGISTRATION STATEMENTS, PROXY STATEMENTS, INFORMATION STATEMENTS, REPORTS,
SCHEDULES, FORMS AND OTHER DOCUMENTS REQUIRED TO BE FILED PURSUANT TO THE
SECURITIES ACT, THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE COMMISSION
ON A TIMELY BASIS (OR HAS RECEIVED A VALID EXTENSION OF SUCH TIME OF FILING AND
HAS FILED ANY SUCH REPORTS OR OTHER DOCUMENTS PRIOR TO THE EXPIRATION OF ANY
SUCH EXTENSION). PARENT HAS NOT FILED WITH THE COMMISSION A CERTIFICATE ON FORM
15 PURSUANT TO RULE 12H-3 OF THE EXCHANGE ACT.
(C)
PARENT HAS DELIVERED OR MADE AVAILABLE TO THE COMPANY TRUE
AND COMPLETE COPIES OF ITS REGISTRATION STATEMENT (INCLUDING ALL AMENDMENTS
THERETO AND SUPPLEMENTS TO THE PROSPECTUS CONTAINED THEREIN) AND REPORTS
(COLLECTIVELY, THE "PARENT SEC DOCUMENTS") FILED BY PARENT WITH THE COMMISSION.
THE PARENT SEC DOCUMENTS, AS OF THEIR RESPECTIVE DATES (OR, IF AMENDED,
SUPPLEMENTED OR SUPERSEDED BY A FILING PRIOR TO THE DATE HEREOF, THEN AS OF THE
DATE OF SUCH AMENDMENT, SUPPLEMENT OR SUPERSEDING FILING) COMPLIED IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT OR THE EXCHANGE
ACT, AS THE CASE MAY BE, AND THE RULES AND REGULATIONS OF THE COMMISSION
PROMULGATED THEREUNDER APPLICABLE THERETO, AND DID NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER
TO MAKE THE STATEMENTS CONTAINED THEREIN NOT MISLEADING.
(D)
EXCEPT AS SET FORTH ON SCHEDULE 3.10, PARENT HAS NOT FILED,
AND NOTHING HAS OCCURRED WITH