AND TO EACH OF THE FOLLOWING ADDITIONAL CONDITIONS:
A.
REGULATORY MATTERS.
I.
EFFECTIVENESS OF REGISTRATION STATEMENT; RULE 424
INFORMATION. THE REGISTRATION STATEMENT IS EFFECTIVE ON THE DATE OF THIS
AGREEMENT, AND, ON THE CLOSING DATE NO STOP ORDER SUSPENDING THE EFFECTIVENESS
OF THE REGISTRATION STATEMENT OR ANY POST-EFFECTIVE AMENDMENT THERETO HAS BEEN
ISSUED UNDER THE SECURITIES ACT, NO ORDER PREVENTING OR SUSPENDING THE USE OF
ANY PRELIMINARY PROSPECTUS OR THE PROSPECTUS HAS BEEN ISSUED AND NO PROCEEDINGS
FOR ANY OF THOSE PURPOSES HAVE BEEN INSTITUTED OR ARE PENDING OR, TO THE
COMPANY'S KNOWLEDGE, CONTEMPLATED BY THE COMMISSION. THE COMPANY HAS COMPLIED
WITH EACH REQUEST (IF ANY) FROM THE COMMISSION FOR ADDITIONAL INFORMATION. ALL
FILINGS WITH THE COMMISSION REQUIRED BY RULE 424 UNDER THE SECURITIES ACT TO
HAVE BEEN FILED BY THE CLOSING DATE, SHALL HAVE BEEN MADE WITHIN THE APPLICABLE
TIME PERIOD PRESCRIBED FOR SUCH FILING BY RULE 424.
15
II.
FINRA CLEARANCE. ON OR BEFORE THE CLOSING DATE OF
THIS AGREEMENT, THE PLACEMENT AGENT SHALL HAVE RECEIVED CLEARANCE FROM FINRA AS
TO THE AMOUNT OF COMPENSATION ALLOWABLE OR PAYABLE TO THE PLACEMENT AGENT AS
DESCRIBED IN THE REGISTRATION STATEMENT.
B.
COMPANY COUNSEL MATTERS.
I.
ON THE CLOSING DATE, THE PLACEMENT AGENT SHALL HAVE
RECEIVED THE FAVORABLE OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP, OUTSIDE
COUNSEL FOR THE COMPANY COUNSEL TO THE COMPANY, DATED THE CLOSING DATE AND
ADDRESSED TO THE PLACEMENT AGENT, SUBSTANTIALLY IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE PLACEMENT AGENT.
C.
OFFICERS' CERTIFICATES.
I.
OFFICERS' CERTIFICATE. THE COMPANY SHALL HAVE
FURNISHED TO THE PLACEMENT AGENT A CERTIFICATE, DATED THE CLOSING DATE, OF ITS
CHIEF EXECUTIVE OFFICER AND ITS CHIEF FINANCIAL OFFICER STATING THAT (I) SUCH
OFFICERS HAVE CAREFULLY EXAMINED THE REGISTRATION STATEMENT, THE DISCLOSURE
PACKAGE, ANY ISSUER FREE WRITING PROSPECTUS AND THE PROSPECTUS AND, IN THEIR
OPINION, THE REGISTRATION STATEMENT AND EACH AMENDMENT THERETO, AS OF THE
INITIAL SALE TIME AND THROUGH THE CLOSING DATE DID NOT INCLUDE ANY UNTRUE
STATEMENT OF A MATERIAL FACT AND DID NOT OMIT TO STATE A MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING,
AND THE DISCLOSURE PACKAGE, AS OF THE INITIAL SALE TIME THROUGH THE CLOSING
DATE, ANY ISSUER FREE WRITING PROSPECTUS AS OF ITS DATE AND AS OF THE CLOSING
DATE, THE PROSPECTUS AND EACH AMENDMENT OR SUPPLEMENT THERETO, AS OF THE
RESPECTIVE DATE THEREOF AND AS OF THE CLOSING DATE, DID NOT INCLUDE ANY UNTRUE
STATEMENT OF A MATERIAL FACT AND DID NOT OMIT TO STATE A MATERIAL FACT NECESSARY
IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES IN
WHICH THEY WERE MADE, NOT MISLEADING, (II) SINCE THE FILING OF THE FORM 10-Q FOR
THE QUARTER ENDED JANUARY 31, 2017, NO EVENT HAS OCCURRED WHICH SHOULD HAVE BEEN
SET FORTH IN A SUPPLEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT, THE
DISCLOSURE PACKAGE OR THE PROSPECTUS THAT WAS NOT INCLUDED IN THE REGISTRATION
STATEMENT, THE DISCLOSURE PACKAGE OR THE PROSPECTUS, (III) TO THEIR KNOWLEDGE