ORDER OF, AND NO
FILING WITH, ANY COURT, GOVERNMENT AGENCY OR OTHER BODY IS REQUIRED FOR THE
VALID ISSUANCE, SALE AND DELIVERY OF THE SECURITIES AND THE CONSUMMATION OF THE
TRANSACTIONS AND AGREEMENTS
CONTEMPLATED
BY
THIS AGREEMENT
AND AS
CONTEMPLATED BY THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE
PROSPECTUS, EXCEPT WITH RESPECT TO APPLICABLE FEDERAL AND STATE SECURITIES LAWS
AND THE RULES AND REGULATIONS OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY,
INC. ("FINRA").
P.
LITIGATION; GOVERNMENTAL PROCEEDINGS. THERE IS NO MATERIAL
ACTION, SUIT, PROCEEDING, INQUIRY, ARBITRATION, INVESTIGATION, LITIGATION OR
GOVERNMENTAL PROCEEDING PENDING OR, TO THE COMPANY'S KNOWLEDGE, THREATENED
AGAINST, OR INVOLVING THE COMPANY OR, TO THE COMPANY'S KNOWLEDGE, ANY EXECUTIVE
OFFICER OR DIRECTOR WHICH HAS NOT BEEN DISCLOSED IN THE REGISTRATION STATEMENT,
THE DISCLOSURE PACKAGE AND THE PROSPECTUS OR IN CONNECTION WITH THE COMPANY'S
LISTING APPLICATION FOR THE ADDITIONAL LISTING OF THE SHARES ON THE EXCHANGE.
10
Q.
GOOD STANDING. THE COMPANY HAS BEEN DULY ORGANIZED AND IS
VALIDLY EXISTING AS A CORPORATION AND IS IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF DELAWARE AS OF THE DATE HEREOF, AND IS DULY QUALIFIED TO DO BUSINESS
AND IS IN GOOD STANDING IN EACH OTHER JURISDICTION IN WHICH ITS OWNERSHIP OR
LEASE OF PROPERTY OR THE CONDUCT OF BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT
WHERE THE FAILURE TO QUALIFY, SINGULARLY OR IN THE AGGREGATE, WOULD NOT HAVE OR
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE CHANGE.
R.
INSURANCE. THE COMPANY CARRIES OR IS ENTITLED TO THE
BENEFITS OF INSURANCE, WITH, TO THE COMPANY'S KNOWLEDGE, REPUTABLE INSURERS, AND
IN SUCH AMOUNTS AND COVERING SUCH RISKS WHICH THE COMPANY BELIEVES ARE
REASONABLY ADEQUATE, AND ALL SUCH INSURANCE IS IN FULL FORCE AND EFFECT. THE
COMPANY HAS NO REASON TO BELIEVE THAT IT WILL NOT BE ABLE (I) TO RENEW ITS
EXISTING INSURANCE COVERAGE AS AND WHEN SUCH POLICIES EXPIRE OR (II) TO OBTAIN
COMPARABLE COVERAGE FROM SIMILAR INSTITUTIONS AS MAY BE NECESSARY OR APPROPRIATE
TO CONDUCT ITS BUSINESS AS NOW CONDUCTED AND AT A COST THAT WOULD NOT RESULT IN
A MATERIAL ADVERSE CHANGE.
S.
TRANSACTIONS AFFECTING DISCLOSURE TO FINRA.
III.
FINDER'S FEES. EXCEPT AS DESCRIBED IN THE
REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE PROSPECTUS, THERE ARE NO
CLAIMS, PAYMENTS, ARRANGEMENTS, AGREEMENTS OR UNDERSTANDINGS RELATING TO THE
PAYMENT OF A FINDER'S, CONSULTING OR ORIGINATION FEE BY THE COMPANY OR ANY
EXECUTIVE OFFICER OR DIRECTOR OF THE COMPANY (EACH AN, "INSIDER") WITH RESPECT
TO THE SALE OF THE SECURITIES HEREUNDER OR ANY OTHER ARRANGEMENTS, AGREEMENTS OR
UNDERSTANDINGS OF THE COMPANY OR, TO THE COMPANY'S KNOWLEDGE, ANY OF ITS
STOCKHOLDERS THAT MAY AFFECT THE PLACEMENT AGENT'S COMPENSATION, AS DETERMINED
BY FINRA.
IV.
PAYMENTS WITHIN TWELVE (12) MONTHS. EXCEPT AS
DESCRIBED IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE
PROSPECTUS, THE COMPANY HAS NOT MADE ANY DIRECT OR INDIRECT PAYMENTS (IN CASH,
SECURITIES OR OTHERWISE) TO: (I) ANY PERSON, AS A FINDER'S FEE, CONSULTING FEE
OR OTHERWISE, IN CONSIDERATION OF SUCH PERSON RAISING CAPITAL FOR THE COMPANY OR
INTRODUCING TO