OF THE
COMPANY ALL TAXES SHOWN AS DUE THEREON, AND THE COMPANY HAS NO KNOWLEDGE OF A
TAX DEFICIENCY WHICH HAS BEEN ASSERTED OR THREATENED AGAINST THE COMPANY.
3.16
TRANSFER TAXES.
ON THE CLOSING DATE, AND THEREAFTER
WITH RESPECT TO THE ISSUANCE OF THE WARRANT SHARES, ALL STOCK TRANSFER OR OTHER
TAXES (OTHER THAN INCOME TAXES) WHICH ARE REQUIRED TO BE PAID IN CONNECTION WITH
THE SALE AND TRANSFER OF THE SHARES HEREUNDER WILL BE, OR WILL HAVE BEEN, FULLY
PAID OR PROVIDED FOR BY THE COMPANY AND THE COMPANY WILL HAVE COMPLIED WITH ALL
LAWS IMPOSING SUCH TAXES.
3.17
INVESTMENT COMPANY.
THE COMPANY IS NOT AN
"INVESTMENT COMPANY" OR AN "AFFILIATED PERSON" OF, OR "PROMOTER" OR "PRINCIPAL
UNDERWRITER" FOR AN INVESTMENT COMPANY, WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, AND WILL NOT BE DEEMED AN "INVESTMENT COMPANY"
AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR AS A RESULT OF
THE CONDUCT OF ITS BUSINESS.
3.18
INSURANCE.
THE COMPANY MAINTAINS INSURANCE OF THE
TYPES AND IN THE AMOUNTS THAT THE COMPANY REASONABLY BELIEVES IS ADEQUATE FOR
ITS BUSINESSES AND CONSISTENT WITH INSURANCE COVERAGE MAINTAINED BY SIMILAR
COMPANIES IN SIMILAR BUSINESSES, INCLUDING, BUT NOT LIMITED TO, INSURANCE
COVERING REAL AND PERSONAL PROPERTY OWNED OR LEASED BY THE COMPANY AGAINST
THEFT, DAMAGE, DESTRUCTION, ACTS OF VANDALISM, INSURANCE COVERING THE ACTS AND
OMISSIONS OF DIRECTORS AND OFFICERS, AND INSURANCE COVERING ALL OTHER RISKS
CUSTOMARILY INSURED AGAINST BY SIMILARLY SITUATED COMPANIES, ALL OF WHICH
INSURANCE IS IN FULL FORCE AND EFFECT.
THE COMPANY HAS NOT RECEIVED ANY WRITTEN
NOTICE THAT THE COMPANY WILL NOT BE ABLE TO RENEW ITS EXISTING INSURANCE
COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES.
3.19
OFFERING PROHIBITIONS.
NEITHER THE COMPANY NOR ANY
PERSON ACTING ON ITS BEHALF OR AT ITS DIRECTION HAS IN THE PAST OR WILL IN THE
FUTURE TAKE ANY ACTION TO SELL, OFFER FOR SALE OR SOLICIT OFFERS TO BUY ANY
SECURITIES OF THE COMPANY WHICH WOULD BRING THE OFFER OR SALE OF THE SHARES AS
CONTEMPLATED BY THIS AGREEMENT WITHIN THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT.
THE COMPANY HAS NOT MADE ANY OFFERS OR SALES OF ANY SECURITY OR
SOLICITED ANY OFFERS TO BUY ANY SECURITY, UNDER ANY CIRCUMSTANCES THAT WOULD
REQUIRE REGISTRATION OF THE SECURITIES UNDER THE
8
SECURITIES ACT. ASSUMING THE ACCURACY OF THE INVESTORS' REPRESENTATIONS AND
WARRANTIES SET FORTH IN THIS AGREEMENT, NO REGISTRATION UNDER THE SECURITIES ACT
IS REQUIRED FOR THE OFFER AND SALE OF THE SECURITIES BY THE COMPANY TO THE
INVESTORS AS CONTEMPLATED HEREBY.
ASSUMING THAT ALL OF THE REPRESENTATIONS AND
WARRANTIES OF THE INVESTOR SET FORTH IN SECTION 4 ARE TRUE AND CORRECT, THE
OFFER AND SALE OF THE SECURITIES HAS BEEN CONDUCTED AND COMPLETED IN COMPLIANCE
WITH THE SECURITIES ACT.
THE ISSUANCE AND SALE OF THE SECURITIES HEREUNDER DOES
NOT CONTRAVENE THE RULES AND REGULATIONS OF THE NASDAQ STOCK MARKET.
3.20
LISTING.
THE COMPANY SHALL COMPLY WITH ALL
REQUIREMENTS OF FINRA WITH RESPECT TO THE ISSUANCE