THE COMPANY PERSONS WHO RAISED OR PROVIDED CAPITAL TO THE
COMPANY; (II) ANY FINRA MEMBER; OR (III)
ANY PERSON OR ENTITY THAT HAS ANY
DIRECT OR INDIRECT AFFILIATION OR ASSOCIATION WITH ANY FINRA MEMBER, WITHIN THE
TWELVE (12) MONTHS PRIOR TO THE DATE HEREOF, OTHER THAN THE PAYMENT TO THE
PLACEMENT AGENT AS PROVIDED HEREUNDER IN CONNECTION WITH THE OFFERING.
V.
USE OF PROCEEDS. NONE OF THE NET PROCEEDS OF THE
OFFERING WILL BE PAID BY THE COMPANY TO ANY PARTICIPATING FINRA MEMBER OR ITS
AFFILIATES, EXCEPT AS SPECIFICALLY AUTHORIZED HEREIN.
VI.
FINRA AFFILIATION. THERE IS NO (I) OFFICER OR
DIRECTOR OF THE COMPANY, (II) BENEFICIAL OWNER OF 5% OR MORE OF ANY CLASS OF THE
COMPANY'S SECURITIES OR (III) BENEFICIAL OWNER OF THE COMPANY'S UNREGISTERED
EQUITY SECURITIES WHICH WERE ACQUIRED DURING THE 180-DAY PERIOD IMMEDIATELY
PRECEDING THE FILING OF THE REGISTRATION STATEMENT THAT IS AN AFFILIATE OR
ASSOCIATED PERSON OF A FINRA MEMBER PARTICIPATING IN THE OFFERING (AS DETERMINED
IN ACCORDANCE WITH THE RULES AND REGULATIONS OF FINRA).
VII.
INFORMATION. TO THE COMPANY'S KNOWLEDGE, ALL
INFORMATION PROVIDED BY THE COMPANY'S OFFICERS AND DIRECTORS IN THEIR FINRA
QUESTIONNAIRES TO COUNSEL TO THE PLACEMENT AGENT SPECIFICALLY FOR USE BY COUNSEL
TO THE PLACEMENT AGENT IN CONNECTION WITH ITS PUBLIC OFFERING SYSTEM FILINGS
(AND RELATED DISCLOSURE) WITH FINRA IS TRUE, CORRECT AND COMPLETE IN ALL
MATERIAL RESPECTS.
T.
FOREIGN CORRUPT PRACTICES ACT. NEITHER THE COMPANY NOR, TO
THE COMPANY'S KNOWLEDGE, ANY DIRECTOR, OFFICER, AGENT, EMPLOYEE OR AFFILIATE OF
THE COMPANY OR ANY OTHER PERSON ACTING ON BEHALF OF THE COMPANY, HAS, DIRECTLY
OR INDIRECTLY, GIVEN OR AGREED TO GIVE ANY MONEY, GIFT OR SIMILAR BENEFIT (OTHER
THAN LEGAL PRICE CONCESSIONS TO CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS) TO
ANY CUSTOMER, SUPPLIER, EMPLOYEE OR AGENT OF A CUSTOMER OR SUPPLIER, OR OFFICIAL
OR EMPLOYEE OF ANY GOVERNMENTAL ENTITY OR ANY POLITICAL PARTY OR CANDIDATE FOR
OFFICE (DOMESTIC OR FOREIGN) OR OTHER PERSON WHO WAS, IS, OR MAY BE IN A
POSITION TO HELP OR HINDER THE BUSINESS OF THE COMPANY (OR ASSIST IT IN
CONNECTION WITH ANY ACTUAL OR PROPOSED TRANSACTION) THAT (I) MIGHT SUBJECT THE
COMPANY TO ANY DAMAGE OR PENALTY IN ANY CIVIL, CRIMINAL OR GOVERNMENTAL
LITIGATION OR PROCEEDING, (II) IF NOT GIVEN IN THE PAST, MIGHT HAVE HAD A
MATERIAL ADVERSE CHANGE OR (III) IF NOT CONTINUED IN THE FUTURE, MIGHT ADVERSELY
AFFECT THE ASSETS, BUSINESS, OPERATIONS OR PROSPECTS OF THE COMPANY. THE COMPANY
HAS TAKEN REASONABLE STEPS TO ENSURE THAT ITS ACCOUNTING CONTROLS AND PROCEDURES
ARE SUFFICIENT TO CAUSE THE COMPANY TO COMPLY IN ALL MATERIAL RESPECTS WITH THE
FOREIGN CORRUPT PRACTICES ACT OF 1977, AS AMENDED.
11
U.
COMPLIANCE WITH OFAC. NEITHER OF THE COMPANY NOR, TO THE
COMPANY'S KNOWLEDGE, ANY DIRECTOR, OFFICER, AGENT, EMPLOYEE OR AFFILIATE OF THE
COMPANY OR ANY OTHER PERSON ACTING ON BEHALF OF THE COMPANY, IS CURRENTLY
SUBJECT TO ANY U.S. SANCTIONS ADMINISTERED BY THE OFFICE OF FOREIGN ASSETS
CONTROL OF THE U.S. DEPARTMENT OF THE TREASURY ("OFAC"), AND THE COMPANY