ANY DIRECT OR INDIRECT UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC
GOVERNMENT OFFICIAL OR EMPLOYEE FROM CORPORATE FUNDS, (III) VIOLATED OR IS IN
VIOLATION OF ANY PROVISION OF THE U.S. FOREIGN CORRUPT PRACTICES ACT OF 1977, AS
AMENDED, OR (IV) MADE ANY UNLAWFUL BRIBE, REBATE, PAYOFF, INFLUENCE PAYMENT,
KICKBACK OR OTHER UNLAWFUL PAYMENT TO ANY FOREIGN OR DOMESTIC GOVERNMENT
OFFICIAL OR EMPLOYEE.
(O)
SARBANES-OXLEY ACT. THE COMPANY IS IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ANY AND ALL REQUIREMENTS OF THE SARBANES-OXLEY ACT OF
2002 THAT ARE EFFECTIVE AND APPLICABLE WITH RESPECT TO THE COMPANY AS OF THE
DATE HEREOF, AND ANY AND ALL APPLICABLE RULES AND REGULATIONS PROMULGATED BY THE
SEC THEREUNDER THAT ARE EFFECTIVE AND APPLICABLE WITH RESPECT TO THE COMPANY AS
OF THE DATE HEREOF.
(P)
TRANSACTIONS WITH AFFILIATES. EXCEPT AS A PRODUCT OF THE
ORDINARY COURSE OF BUSINESS OF THE COMPANY AND AS OTHERWISE DISCLOSED IN THE SEC
DOCUMENTS OR ON SCHEDULE 3(P), NONE OF THE OFFICERS, DIRECTORS OR EMPLOYEES OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES IS PRESENTLY A PARTY TO ANY TRANSACTION
WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES (OTHER THAN FOR ORDINARY COURSE
SERVICES AS EMPLOYEES, OFFICERS OR DIRECTORS), INCLUDING ANY CONTRACT, AGREEMENT
OR OTHER ARRANGEMENT PROVIDING FOR THE FURNISHING OF SERVICES TO OR BY,
PROVIDING FOR RENTAL OF REAL OR PERSONAL PROPERTY TO OR FROM, OR OTHERWISE
REQUIRING PAYMENTS TO OR FROM ANY SUCH OFFICER, DIRECTOR OR EMPLOYEE OR, TO THE
KNOWLEDGE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, ANY CORPORATION,
PARTNERSHIP, TRUST OR OTHER ENTITY IN WHICH ANY SUCH OFFICER, DIRECTOR, OR
EMPLOYEE HAS A SUBSTANTIAL INTEREST OR IS AN OFFICER, DIRECTOR, TRUSTEE OR
PARTNER.
(Q)
EQUITY CAPITALIZATION. AS OF THE DATE HEREOF, THE AUTHORIZED
CAPITAL STOCK OF THE COMPANY CONSISTS OF 75,000,000 SHARES OF COMMON STOCK, OF
WHICH AS OF THE DATE HEREOF, 5,248,482 SHARES ARE ISSUED AND OUTSTANDING AND UP
TO AN ADDITIONAL 1,799,775 SHARES MAY BE RESERVED FOR ISSUANCE PURSUANT TO THE
COMPANY'S STOCK OPTION PLANS. NO PREFERRED STOCK IS AUTHORIZED, ISSUED OR
OUTSTANDING AS OF THE DATE HEREOF.
ALL OF SUCH OUTSTANDING SHARES HAVE BEEN
VALIDLY ISSUED AND ARE FULLY PAID AND NONASSESSABLE AND ALL OF SUCH SHARES
RESERVED FOR ISSUANCE WILL BE, UPON ISSUANCE, VALIDLY ISSUED, FULLY PAID AND
NONASSESSABLE. EXCEPT AS DISCLOSED IN SCHEDULE 3(Q) OR, FOR PURPOSES OF CLAUSE
(II) BELOW, AS SET FORTH IN THAT CERTAIN LIST OF COMPANY OPTION HOLDERS, DATED
OCTOBER 12, 2016 AND DELIVERED TO THE BUYER PRIOR TO THE DATE HEREOF: (I) NONE
OF THE COMPANY'S CAPITAL STOCK IS SUBJECT TO PREEMPTIVE RIGHTS OR ANY OTHER
SIMILAR RIGHTS OR ANY LIENS OR ENCUMBRANCES SUFFERED OR PERMITTED BY THE
COMPANY, (II) THERE ARE NO OUTSTANDING OPTIONS, WARRANTS, SCRIP, RIGHTS TO
SUBSCRIBE TO, CALLS OR COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO, OR
SECURITIES OR RIGHTS CONVERTIBLE INTO, OR EXERCISABLE OR EXCHANGEABLE FOR, ANY
SHARES OF CAPITAL STOCK OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR CONTRACTS,
COMMITMENTS, UNDERSTANDINGS OR ARRANGEMENTS BY WHICH THE COMPANY OR ANY