DELIVERY AND PERFORMANCE OF THE TRANSACTION DOCUMENTS BY THE COMPANY
AND THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY (INCLUDING, WITHOUT LIMITATION, THE ISSUANCE OF THE COMMON SHARES) WILL
NOT (I) RESULT IN A VIOLATION OF ANY CERTIFICATE OF INCORPORATION, CERTIFICATE
OR ARTICLES OF FORMATION OR ORGANIZATION, MEMORANDUM OF ASSOCIATION, CERTIFICATE
OF DESIGNATIONS, BYLAWS, ARTICLES OF ASSOCIATION, OPERATING AGREEMENTS OR OTHER
CONSTITUENT OR ORGANIZATIONAL DOCUMENTS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES, OR (II) CONFLICT WITH, OR CONSTITUTE A DEFAULT (OR AN EVENT WHICH
WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT) IN ANY RESPECT
UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR
CANCELLATION OF, ANY MATERIAL AGREEMENT, INDENTURE OR INSTRUMENT TO WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY, OR (III) RESULT IN A VIOLATION OF
ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE (INCLUDING FEDERAL AND
STATE SECURITIES LAWS AND REGULATIONS AND THE RULES AND REGULATIONS OF THE
FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA") AND APPLICABLE LAWS OF THE
STATE OF NEW YORK AND ANY OTHER STATE LAWS) APPLICABLE TO THE COMPANY OR ANY OF
ITS SUBSIDIARIES OR BY WHICH ANY PROPERTY OR ASSET OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES IS BOUND OR AFFECTED, ALL EXCEPT TO THE EXTENT THAT ANY SUCH
VIOLATION WOULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(E)
CONSENTS.
EXCEPT AS CONTEMPLATED BY THE PARENTHETICAL WITHIN
THE SECOND SENTENCE OF SECTION 3(B), NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES IS REQUIRED TO OBTAIN ANY CONSENT, AUTHORIZATION OR ORDER OF, OR
MAKE ANY FILING OR REGISTRATION WITH, ANY COURT, GOVERNMENTAL AGENCY OR ANY
REGULATORY OR SELF-REGULATORY AGENCY OR ANY OTHER PERSON IN ORDER FOR IT TO
EXECUTE, DELIVER OR PERFORM ANY OF ITS OBLIGATIONS UNDER OR CONTEMPLATED BY ANY
OF THE TRANSACTION DOCUMENTS, IN EACH CASE IN ACCORDANCE WITH THE TERMS HEREOF
OR THEREOF.
ALL CONSENTS, AUTHORIZATIONS, ORDERS, FILINGS AND REGISTRATIONS
WHICH THE COMPANY OR EACH OF ITS SUBSIDIARIES IS REQUIRED TO OBTAIN TO ENTER
INTO THIS AGREEMENT WILL HAVE BEEN OBTAINED OR EFFECTED ON OR PRIOR TO THE
CLOSING DATE, AND THE COMPANY IS UNAWARE OF ANY FACTS OR CIRCUMSTANCES THAT
MIGHT PREVENT THE COMPANY FROM OBTAINING OR EFFECTING ANY OF THE REGISTRATIONS,
APPLICATIONS OR FILINGS PURSUANT TO THE PRECEDING SENTENCE.
THE COMPANY IS NOT
IN MATERIAL VIOLATION OF ANY OF THE RULES OR REGULATIONS OF FINRA OR THE OTC
MARKETS GROUP QUOTATION SYSTEM AND HAS NO KNOWLEDGE OF ANY FACTS THAT WOULD
REASONABLY LEAD TO THE COMMON STOCK TO BE REMOVED FROM TRADING ON, OR BE
SUSPENDED FROM TRADING ON, THE OTC MARKETS GROUP QUOTATION SYSTEM IN THE
FORESEEABLE FUTURE. THE ISSUANCE BY THE COMPANY OF ANY OF THE COMMON SHARES
SHALL NOT HAVE THE EFFECT OF CAUSING THE COMMON STOCK TO BE REMOVED FROM
TRADING, OR BE SUSPENDED FROM TRADING ON, THE OTC MARKETS GROUP QUOTATION
SYSTEM; PROVIDED, HOWEVER, THAT SUCH REPRESENTATION IS LIMITED TO THE ACT OF
ISSUING THE COMMON