MANNER AFFECTS THE VOTING OR CONTROL OF ANY OF THE
SECURITIES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AND, TO THE KNOWLEDGE OF
THE COMPANY, FOLLOWING EACH CLOSING DATE AND EXCEPT FOR THE STRATEGIC ALLIANCE
AGREEMENT, THERE WILL BE NO SHAREHOLDERS' AGREEMENT, VOTING TRUST AGREEMENT OR
OTHER AGREEMENT (I) GOVERNING OR OTHERWISE AFFECTING THE VOTING RIGHTS
ASSOCIATED WITH ANY SECURITIES OF THE COMPANY; OR (II) RESTRICTING OR OTHERWISE
AFFECTING THE POWER AND AUTHORITY OF THE DIRECTORS OF THE COMPANY;
(J)
THE COMPANY IS IN COMPLIANCE WITH ITS OBLIGATIONS UNDER ALL
APPLICABLE SECURITIES LAWS AND HAS FILED AND MADE TIMELY AND ACCURATE DISCLOSURE
IN REPORTS AND ALL OTHER DOCUMENTS REQUIRED TO BE FILED UNDER SECURITIES LAWS
APPLICABLE THERETO;
(K)
NEITHER THE COMPANY, NOR ANY PERSON ACTING ON ITS BEHALF HAS,
DIRECTLY OR INDIRECTLY, (I) MADE OFFERS OR SALES OF ANY SECURITY, OR SOLICITED
OFFERS TO BUY ANY SECURITY, UNDER CIRCUMSTANCES THAT WOULD REQUIRE THE
DISTRIBUTION OF THE PURCHASED SHARES TO BE QUALIFIED BY A PROSPECTUS FILED IN
ACCORDANCE WITH THE SECURITIES LAWS OR (II) HAS ENGAGED IN ANY ADVERTISEMENT OF
COMPANY SHARES IN ANY PRINTED MEDIA OF GENERAL AND REGULAR PAID CIRCULATION,
RADIO OR TELEVISION OR ANY OTHER FORM OF ADVERTISING IN CONNECTION WITH THE
OFFER AND SALE OF COMPANY SHARES THAT WOULD REQUIRE FILING OF A PROSPECTUS;
(L)
THE PURCHASED SHARES TO BE ISSUED HAVE BEEN, OR PRIOR TO EACH
CLOSING DATE (AS DEFINED IN SECTION 2.5) WILL HAVE BEEN, DULY CREATED AND, WHEN
ISSUED AND DELIVERED TO HOCHSCHILD, THE PURCHASED SHARES WILL BE VALIDLY ISSUED
AS FULLY PAID SHARES AND WILL NOT HAVE BEEN ISSUED IN VIOLATION OF OR SUBJECT TO
ANY PRE-EMPTIVE RIGHTS OR CONTRACTUAL RIGHTS TO PURCHASE SECURITIES ISSUED BY
THE COMPANY;
(M)
NO SECURITIES COMMISSION, STOCK EXCHANGE OR COMPARABLE AUTHORITY
HAS ISSUED ANY ORDER PREVENTING OR SUSPENDING THE DISTRIBUTION OF THE PURCHASED
SHARES OR THE TRADING OF SECURITIES OF THE COMPANY GENERALLY AND THE COMPANY IS
NOT AWARE OF ANY
13
INVESTIGATION, ORDER, INQUIRY OR PROCEEDING WHICH HAS BEEN COMMENCED OR WHICH IS
PENDING, CONTEMPLATED OR THREATENED BY ANY SUCH AUTHORITY;
(N)
THE COMMON STOCK CURRENTLY TRADES IN THE OVER-THE-COUNTER MARKET
AND IS QUOTED ON THE BULLETIN BOARD SYSTEM MAINTAINED BY FINRA AND NO ORDER
CEASING OR SUSPENDING TRADING IN ANY SECURITIES OF THE COMPANY OR THE TRADING OF
ANY OF THE COMPANY'S ISSUED SECURITIES IS CURRENTLY OUTSTANDING AND NO
PROCEEDINGS FOR SUCH PURPOSE ARE, TO THE KNOWLEDGE OF THE COMPANY, PENDING OR
THREATENED;
(O)
EXCEPT AS OTHERWISE PUBLICLY DISCLOSED BY THE COMPANY, THE COMPANY
HAS CARRIED OUT ITS AFFAIRS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE
TERMS AND PROVISIONS OF APPLICABLE LAWS AND IS NOT IN MATERIAL VIOLATION OF OR
IN MATERIAL DEFAULT IN THE PERFORMANCE OF ANY MORTGAGE, NOTE, INDENTURE, DEED OF
TRUST, CONTRACT, AGREEMENT (WRITTEN OR ORAL), INSTRUMENT, LEASE, LICENCE OR
OTHER DOCUMENT TO WHICH IT IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH ITS
PROPERTY OR ASSETS OR ANY OF THEM IS SUBJECT, AND NO