Common use of Conditions of the Obligations of the Selling Agent Clause in Contracts

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be subject to the following conditions: (a) Between the date hereof and Closing, the Seller and its subsidiaries shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller and its subsidiaries, whether or not such loss is covered by insurance. (b) Between the date hereof and Closing, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (other than as set forth in the Offering Document) and there shall be no material proceeding instituted or threatened before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations or financial condition or income of the Seller. (c) Except as contemplated herein or as set forth in the Offering Document, during the period subsequent to the date hereof, and prior to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller shall have furnished to the Selling Agent the opinion, dated the Closing Date, of its counsel, which opinion shall be reasonably acceptable to the Selling Agent and its counsel (f) The representations and warranties of the Seller made in this Agreement or in any document or certificate delivered to the Selling Agent pursuant hereto shall be true and correct on and as of the Closing with the same force and effect as though such representations and warranties have been made on and as of the Closing, and the Selling Agent shall have received a certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (i) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (a) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (b) no order suspending the effectiveness of the Offering Statement or the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (c) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (d) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Selling Agent shall have received certificates of the Company, dated as of each Closing Date and signed by the President and Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (a), (b) and (c). (ii) Since the respective dates as of which information is given in the Offering Statement, the Seller Pricing Disclosure Materials and its subsidiaries the Final Offering Circular, (a) there shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in been a Material Adverse Effect on the Seller and its subsidiariesChange, whether or not such loss is covered by insurance. (b) Between arising from transactions in the date hereof and Closingordinary course of business, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (in each case other than as set forth in or contemplated by the Offering DocumentStatement, the Pricing Disclosure Materials and the Final Offering Circular and (b) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors and the delivery of the Selling Agent’s Securities as contemplated hereby. (iii) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the SellerSelling Agent, would reasonably be expected to have a Material Adverse Effect. (civ) Except Each of the representations and warranties of the Company contained herein shall be true and correct as contemplated herein or of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, as set forth in the Offering Document, during the period subsequent to the date hereofif made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to Closing, the Seller and each subsidiary: (i) such Closing Date shall have conducted its business been duly performed, fulfilled or complied with in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any all material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Documentrespects. (dv) The authorization for Selling Agent shall have received an opinion and 10b-5 negative assurances letter, dated as of each Closing Date, of Xxxxx Xxxxxx LLP, as counsel to the issuance and delivery Company, substantially in the form of Exhibit B hereto. (vi) The Selling Agent shall have received an opinion, dated as of each Closing Date, of Xxxxxx Xxxxxxx Xxxxxxx & Li, LLC, as counsel to the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (evii) The Seller At the Closing and at any Subsequent Closing, the Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the “Comfort Letter”), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Selling Agent with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular. (fviii) The At the Closing and at any Subsequent Closing, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular and the Pricing Disclosure Materials, and that to each of such person’s knowledge: (1) As of the date of each such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Final Offering Circular nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (b) Each of the representations and warranties of the Seller made Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality. (c) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate has been duly, timely and fully complied with. (d) No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (e) Subsequent to the date of the most recent financial statements in any document the Offering Statement and in the Final Offering Circular, there has been no Material Adverse Change. (ix) The Company shall have furnished or certificate delivered caused to be furnished to the Selling Agent pursuant hereto shall be true such certificates, in addition to those specifically mentioned herein, as the Selling Agent may have reasonably requested as to the accuracy and correct completeness on and any Closing Date of any statement in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular, as to the accuracy on such Closing Date of the Closing with the same force and effect as though such representations and warranties have been made on and as of the ClosingCompany as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Selling Agent. (x) The Selling Agent shall have received a certificatethe lock-up letters referred to in Section 4(m) hereof substantially in the form of Exhibit A from each director, dated the Closing Date, to such effect executed by the Chairman officer and stockholder of the Board or President of the SellerCompany named in Schedule 2 hereto. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (i) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be subject to the following conditions: (a) Between the date hereof and Closing, the Seller and its subsidiaries shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller and its subsidiaries, whether or not such loss is covered by insurance. (b) Between the date hereof and Closing, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (other than as set forth in the Offering Document) and there shall be no material proceeding instituted or threatened before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations or financial condition or income of the Seller. (c) Except as contemplated herein or as set forth in the Offering Document, during the period subsequent to the date hereof, and prior to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller shall have furnished to the Selling Agent the opinion, dated the Closing Date, of its counsel, which opinion shall be reasonably acceptable to the Selling Agent and its counselAgent. (f) The representations and warranties of the Seller made in this Agreement or in any document or certificate delivered to the Selling Agent pursuant hereto shall be true and correct on and as of the Closing with the same force and effect as though such representations and warranties have been made on and as of the Closing, and the Selling Agent shall have received a certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (i) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (ai) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (ii) no order suspending the qualification of the Offering Statement or the ability to offer the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (iii) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Seller Selling Agent shall have received certificates of the Company, dated as of each Closing Date and its subsidiaries shall not have sustained any loss on account signed by the President and Chief Executive Officer of firethe Company, explosionand the Chief Financial Officer of the Company, floodto the effect of clauses (i), accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller (ii) and its subsidiaries, whether or not such loss is covered by insurance(iii). (b) Between Since the date hereof respective dates as of which information is given in the Offering Statement and Closingthe Final Offering Circular, (i) there shall be no material litigation instituted not have been a Material Adverse Change, whether or threatened against not arising from transactions in the Seller or any subsidiary (ordinary course of business, in each case other than as set forth in or contemplated by the Offering DocumentStatement, and the Final Offering Circular and (ii) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors and the delivery of the Selling Agent’s Securities as contemplated hereby. (c) Since the respective dates as of which information is given in the Offering Statement and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the Seller. (c) Except as contemplated herein or as set forth in the Offering DocumentSelling Agent, during the period subsequent would reasonably be expected to the date hereof, and prior to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Documenta Material Adverse Effect. (d) The authorization for the issuance and delivery Each of the Offered Securities representations and warranties of the Offering Document Company contained herein shall be true and related materialscorrect as of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, and for the execution and delivery of this Agreementas if made on such date, and all other legal matters incident theretocovenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to such Closing Date shall have been duly performed, shall be reasonably satisfactory fulfilled or complied with in all respects to counsel for Selling Agentmaterial respects. (e) The Seller Selling Agent shall have received an opinion letter, dated as of the initial Closing Date, from CrowdCheck Law LLP, as counsel to the Company, substantially in the form of Exhibit A hereto (the “Opinion Letter”); for each Subsequent Closing, the Selling Agent shall have received the Opinion Letter to the extent there have been, in the reasonable opinion of the Selling Agent, substantive amendments to the Offering Statement, the Final Offering Circular or to the most recent financial statements in the Offering Statement and in the Final Offering Circular. (f) At the initial Closing, the Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the “Comfort Letter”), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counsel (f) The representations in form and warranties of the Seller made in this Agreement or in any document or certificate delivered substance reasonably satisfactory to the Selling Agent pursuant hereto shall be true containing statements and correct on and as information of the Closing type ordinarily included in accountants’ “comfort letters” to Selling Agent with respect to the same force financial statements and effect as though such representations certain financial information contained in the Offering Statement and warranties have been made on and as of the Final Offering Circular; for each Subsequent Closing, and the Selling Agent shall have received the Comfort Letter to the extent there have been, in the reasonable opinion of the Selling Agent, substantive amendments to the Offering Statement, the Final Offering Circular or to the most recent financial statements in the Offering Statement and in the Final Offering Circular. (g) At the initial Closing, there shall be furnished to the Selling Agent a certificate, dated the Closing Datedate of its delivery, to such effect executed signed by the Chairman each of the Board or President Chief Executive Officer and the Chief Financial Officer of the SellerCompany (“Officer’s Certificate”), in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular, and that to each of such person’s knowledge: (1) As of the date of each such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) the Final Offering Circular does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (gii) Each of the representations and warranties of the Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality. (iii) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate has been duly, timely and fully complied with. (iv) No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (v) Subsequent to the date of the most recent financial statements in the Offering Statement and in the Final Offering Circular, there has been no Material Adverse Change. (vi) The Seller shall have performed consolidated financial statements and complied financial statement schedules, if any, included in the Offering Statement and in the Final Offering Circular comply as to form in all material respects with all covenantsthe applicable accounting requirements of the Securities Act and the Rules and Regulations. For each Subsequent Closing, terms the Selling Agent shall have received the Officer’s Certificate to the extent (i) 60 calendar days have elapsed since the previous Closing or (ii) there have been, in the reasonable opinion of the Selling Agent, substantive amendments to the Offering Statement, the Final Offering Circular or to the most recent financial statements in the Offering Statement and agreements to be performed and complied with by in the Seller on or before the ClosingFinal Offering Circular. (h) The Seller Company shall have provided furnished or caused to be furnished to the Selling Agent such certificates certificates, in addition to those specifically mentioned herein, as the Selling Agent shall may have reasonably requestrequested as to the accuracy and completeness on any Closing Date of any statement in the Offering Statement, the Final Offering Circular, as to the accuracy on such Closing Date of the representations and warranties of the Company as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Selling Agent. (i) The Seller and its President Company shall provide certificates have furnished or caused to be furnished to the Selling Agent certifying that the proceeds on each Closing Date satisfactory evidence of the Offering will be used good standing of the Company and the Subsidiaries in accordance their respective jurisdiction of organization and their good standing as foreign entities in such other jurisdictions as the Selling Agent may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (j) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the plan of distribution, or other arrangements of the transactions, contemplated hereby. (k) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the NASDAQ; (ii) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (iv) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iii) or (iv) in the judgment of the Selling Agent makes it impracticable or inadvisable to proceed with the uses designated in “Use Offering or the delivery of Proceeds” the Shares being delivered on any Closing Date on the terms and in the manner contemplated in the Final Offering DocumentCircular.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (a) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (b) no order suspending the effectiveness of the Offering Statement or the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (c) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (d) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Selling Agent shall have received certificates of the Company, dated as of each Closing Date and signed by the Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (a), (b) and (c). (ii) Since the respective dates as of which information is given in the Offering Statement, the Seller Pricing Disclosure Materials and its subsidiaries the Final Offering Circular, (a) there shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in been a Material Adverse Effect on the Seller and its subsidiariesChange, whether or not such loss is covered by insurance. (b) Between arising from transactions in the date hereof and Closingordinary course of business, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (in each case other than as set forth in or contemplated by the Offering DocumentStatement, the Pricing Disclosure Materials and the Final Offering Circular and (b) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors as contemplated hereby. (iii) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the SellerSelling Agent, would reasonably be expected to have a Material Adverse Effect. (civ) Except Each of the representations and warranties of the Company contained herein shall be true and correct as contemplated of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, as if made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to such Closing Date shall have been duly performed, fulfilled or complied with in all material respects. (v) The Selling Agent shall have received (a) an opinion and a negative assurances letter, each dated as set forth in the Offering Documentof each Closing Date, during the period subsequent of Xxxxxx & Xxxxxxx LLP, as general counsel to the date hereofCompany, in such form and prior substance reasonably satisfactory to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereofSelling Agent, and (iib) except an opinion, dated as of each Closing Date, of Bereskin & Xxxx LLP, as intellectual property counsels to the Company, in the ordinary course of its business, the Seller such form and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be substance reasonably satisfactory in all respects to counsel for the Selling Agent. (evi) The Seller At the Closing and at any Subsequent Closing, the Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the "Comfort Letter"), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants' "comfort letters" to Selling Agent with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular. (fviii) The At the Closing and at any Subsequent Closing, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular and the Pricing Disclosure Materials, and that to each of such person's knowledge: (1) As of the date of each such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Final Offering Circular nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (b) Each of the representations and warranties of the Seller made Company contained in this Agreement or in any document or were, when originally made, and are, at the time such certificate delivered to the Selling Agent pursuant hereto shall be is delivered, true and correct on and as of the Closing with the same force and effect as though such in all respects for those representations and warranties have been made on qualified by materiality and as of the Closing, and the Selling Agent shall have received a certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (g) The Seller shall have performed and complied in all material respects with all covenants, terms for those representations and agreements warranties that are not qualified by materiality. (c) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Seller Company on or before prior to the Closingdelivery of such certificate has been duly, timely and fully complied with. (hd) The Seller shall No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have provided such certificates as been instituted or are contemplated by the Selling Agent shall reasonably requestCommission. (ie) The Seller and its President shall provide certificates Subsequent to the Selling Agent certifying that the proceeds date of the Offering will be used in accordance with the uses designated in “Use of Proceeds” most recent financial statements in the Offering DocumentStatement and in the Final Offering Circular, there has been no Material Adverse Change.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (a) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (b) no order suspending the effectiveness of the Offering Statement or the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (c) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (d) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Selling Agent shall have received certificates of the Company, dated as of each Closing Date and signed by the President and Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (a), (b) and (c). (ii) Since the respective dates as of which information is given in the Offering Statement, the Seller Pricing Disclosure Materials and its subsidiaries the Final Offering Circular, (a) there shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in been a Material Adverse Effect on the Seller and its subsidiariesChange, whether or not such loss is covered by insurance. (b) Between arising from transactions in the date hereof and Closingordinary course of business, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (in each case other than as set forth in or contemplated by the Offering DocumentStatement, the Pricing Disclosure Materials and the Final Offering Circular and (b) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors and the delivery of the Selling Agent’s Securities as contemplated hereby. (iii) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the SellerSelling Agent, would reasonably be expected to have a Material Adverse Effect. (civ) Except Each of the representations and warranties of the Company contained herein shall be true and correct as contemplated herein or of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, as set forth in the Offering Document, during the period subsequent to the date hereofif made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to Closing, the Seller and each subsidiary: (i) such Closing Date shall have conducted its business been duly performed, fulfilled or complied with in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any all material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Documentrespects. (dv) The authorization for Selling Agent shall have received an opinion and 10b-5 negative assurances letter, dated as of each Closing Date, of Legal & Compliance, LLC, as counsel to the issuance and delivery Company, substantially in the form of Exhibit B hereto. (vi) The Selling Agent shall have received an opinion, dated as of each Closing Date, of Hxxxxx Xxxxxxx Xxxxxxx & Li, LLC, as counsel to the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (evii) The Seller At the Closing and at any Subsequent Closing, the Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the “Comfort Letter”), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Selling Agent with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular. (fviii) The At the Closing and at any Subsequent Closing, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular and the Pricing Disclosure Materials, and that to each of such person’s knowledge: (1) As of the date of each such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Final Offering Circular nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (b) Each of the representations and warranties of the Seller made Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality. (c) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate has been duly, timely and fully complied with. (d) No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (e) Subsequent to the date of the most recent financial statements in any document the Offering Statement and in the Final Offering Circular, there has been no Material Adverse Change. (ix) The Company shall have furnished or certificate delivered caused to be furnished to the Selling Agent pursuant hereto shall be true such certificates, in addition to those specifically mentioned herein, as the Selling Agent may have reasonably requested as to the accuracy and correct completeness on and any Closing Date of any statement in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular, as to the accuracy on such Closing Date of the Closing with the same force and effect as though such representations and warranties have been made on and as of the ClosingCompany as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Selling Agent. (x) The Selling Agent shall have received a certificatethe lock-up letters referred to in Section 4(m) hereof substantially in the form of Exhibit A from each director, dated the Closing Date, to such effect executed by the Chairman officer and stockholder of the Board or President of the SellerCompany named in Schedule 2 hereto. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (i) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (a) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (b) no order suspending the effectiveness of the Offering Statement or the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (c) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (d) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Selling Agent shall have received certificates of the Company, dated as of each Closing Date and signed by the President and Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (a), (b) and (c). (ii) Since the respective dates as of which information is given in the Offering Statement, the Seller Pricing Disclosure Materials and its subsidiaries the Final Offering Circular, (a) there shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in been a Material Adverse Effect on the Seller and its subsidiariesChange, whether or not such loss is covered by insurance. (b) Between arising from transactions in the date hereof and Closingordinary course of business, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (in each case other than as set forth in or contemplated by the Offering DocumentStatement, the Pricing Disclosure Materials and the Final Offering Circular and (b) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors and the delivery of the Selling Agent’s Securities as contemplated hereby. (iii) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the SellerSelling Agent, would reasonably be expected to have a Material Adverse Effect. (civ) Except Each of the representations and warranties of the Company contained herein shall be true and correct as contemplated herein or of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, as set forth in the Offering Document, during the period subsequent to the date hereofif made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to Closing, the Seller and each subsidiary: (i) such Closing Date shall have conducted its business been duly performed, fulfilled or complied with in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any all material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Documentrespects. (dv) The authorization for Selling Agent shall have received an opinion and 10b-5 negative assurances letter, dated as of each Closing Date, of Loeb & Loeb LLP, as counsel to the issuance and delivery Company, substantially in the form of Exhibit B hereto. (vi) The Selling Agent shall have received an opinion, dated as of each Closing Date, of Hxxxxx Xxxxxxx Xxxxxxx & Li, LLC, as counsel to the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (evii) The Seller At the Closing and at any Subsequent Closing, the Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the “Comfort Letter”), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Selling Agent with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular. (fviii) The At the Closing and at any Subsequent Closing, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular and the Pricing Disclosure Materials, and that to each of such person’s knowledge: (1) As of the date of each such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Final Offering Circular nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (b) Each of the representations and warranties of the Seller made Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality. (c) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate has been duly, timely and fully complied with. (d) No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (e) Subsequent to the date of the most recent financial statements in any document the Offering Statement and in the Final Offering Circular, there has been no Material Adverse Change. (ix) The Company shall have furnished or certificate delivered caused to be furnished to the Selling Agent pursuant hereto shall be true such certificates, in addition to those specifically mentioned herein, as the Selling Agent may have reasonably requested as to the accuracy and correct completeness on and any Closing Date of any statement in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular, as to the accuracy on such Closing Date of the Closing with the same force and effect as though such representations and warranties have been made on and as of the ClosingCompany as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Selling Agent. (x) The Selling Agent shall have received a certificatethe lock-up letters referred to in Section 4(m) hereof substantially in the form of Exhibit A from each director, dated the Closing Date, to such effect executed by the Chairman officer and stockholder of the Board or President of the SellerCompany named in Schedule 2 hereto. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (i) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (a) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (b) no order suspending the effectiveness of the Offering Statement or the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (c) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (d) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Selling Agent shall have received certificates of the Company, dated as of each Closing Date and signed by the Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (a), (b) and (c). (ii) Since the respective dates as of which information is given in the Offering Statement, the Seller Pricing Disclosure Materials and its subsidiaries the Final Offering Circular, (a) there shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in been a Material Adverse Effect on the Seller and its subsidiariesChange, whether or not such loss is covered by insurance. (b) Between arising from transactions in the date hereof and Closingordinary course of business, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (in each case other than as set forth in or contemplated by the Offering DocumentStatement, the Pricing Disclosure Materials and the Final Offering Circular and (b) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors as contemplated hereby. (iii) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the SellerSelling Agent, would reasonably be expected to have a Material Adverse Effect. (civ) Except Each of the representations and warranties of the Company contained herein shall be true and correct as contemplated of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, as if made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to such Closing Date shall have been duly performed, fulfilled or complied with in all material respects. (v) The Selling Agent shall have received an opinion and a negative assurances letter, each dated as set forth of each Closing Date, of CrowdCheck Law LLP, as counsel to the Company, substantially in the Offering Document, during form of Exhibit B hereto. (vi) At the period subsequent to the date hereof, Closing and prior to at any Subsequent Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the “Comfort Letter”), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Selling Agent with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular. (fviii) The At the Closing and at any Subsequent Closing, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular and the Pricing Disclosure Materials, and that to each of such person’s knowledge: (1) As of the date of each such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Final Offering Circular nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (b) Each of the representations and warranties of the Seller made Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality. (c) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate has been duly, timely and fully complied with. (d) No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (e) Subsequent to the date of the most recent financial statements in any document the Offering Statement and in the Final Offering Circular, there has been no Material Adverse Change. (ix) The Company shall have furnished or certificate delivered caused to be furnished to the Selling Agent pursuant hereto shall be true such certificates, in addition to those specifically mentioned herein, as the Selling Agent may have reasonably requested as to the accuracy and correct completeness on and any Closing Date of any statement in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular, as to the accuracy on such Closing Date of the Closing with the same force and effect as though such representations and warranties have been made on and as of the ClosingCompany as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Selling Agent. (x) The Selling Agent shall have received a certificatethe lock-up letters referred to in Section 4(m) hereof substantially in the form of Exhibit A from each director, dated the Closing Date, to such effect executed by the Chairman nominee director and executive officer of the Board or President of Company named the SellerFinal Offering Circular. (gxi) The Seller shall Shares have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by been approved for quotation upon notice of issuance on the Seller on or before the ClosingNASDAQ. (hxii) The Seller Company shall have provided furnished or caused to be furnished to the Selling Agent on each Closing Date satisfactory evidence of the good standing of the Company in its jurisdiction of organization and its good standing as a foreign entity in such certificates other jurisdictions as the Selling Agent shall may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (ixiii) The Seller and its President FINRA shall provide certificates not have raised any objection with respect to the fairness or reasonableness of the plan of distribution, or other arrangements of the transactions, contemplated hereby. (xiv) On or after the Applicable Time there shall not have occurred any of the following: (a) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, Inc., NYSE:MKT or NASDAQ; (b) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (c) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (d) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (c) or (d) in the judgment of the Selling Agent certifying that makes it impracticable or inadvisable to proceed with the proceeds offering or the delivery of the Offering will be used in accordance with Shares being delivered on any Closing Date on the uses designated in “Use of Proceeds” terms and in the manner contemplated in the Final Offering DocumentCircular.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (a) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (b) no order suspending the effectiveness of the Offering Statement or the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (c) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (d) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Selling Agent shall have received certificates of the Company, dated as of each Closing Date and signed by the President and Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (a), (b) and (c). (ii) Since the respective dates as of which information is given in the Offering Statement, the Seller Pricing Disclosure Materials and its subsidiaries the Final Offering Circular, (a) there shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in been a Material Adverse Effect on the Seller and its subsidiariesChange, whether or not such loss is covered by insurance. (b) Between arising from transactions in the date hereof and Closingordinary course of business, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (in each case other than as set forth in or contemplated by the Offering DocumentStatement, the Pricing Disclosure Materials and the Final Offering Circular and (b) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors and the delivery of the Selling Agent’s Securities as contemplated hereby. (iii) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the SellerSelling Agent, would reasonably be expected to have a Material Adverse Effect. (civ) Except Each of the representations and warranties of the Company contained herein shall be true and correct as contemplated herein or of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, as set forth in the Offering Document, during the period subsequent to the date hereofif made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to Closing, the Seller and each subsidiary: (i) such Closing Date shall have conducted its business been duly performed, fulfilled or complied with in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any all material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Documentrespects. (dv) The authorization for Selling Agent shall have received an opinion dated as of each Closing Date, of Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx LLP, as counsel to the issuance and delivery Company, substantially in the form of Exhibit B hereto. (vi) The Selling Agent shall have received an opinion, dated as of each Closing Date, of Xxxxx & Xxxxx PLLC, as counsel to the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (evii) The Seller At the Closing and at any Subsequent Closing, the Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the “Comfort Letter”), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Selling Agent with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular. (fviii) The At the Closing and at any Subsequent Closing, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular and the Pricing Disclosure Materials, and that to each of such person’s knowledge: (1) As of the date of each such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Final Offering Circular nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (b) Each of the representations and warranties of the Seller made Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality. (c) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate has been duly, timely and fully complied with. (d) No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (e) Subsequent to the date of the most recent financial statements in any document the Offering Statement and in the Final Offering Circular, there has been no Material Adverse Change. (ix) The Company shall have furnished or certificate delivered caused to be furnished to the Selling Agent pursuant hereto shall be true such certificates, in addition to those specifically mentioned herein, as the Selling Agent may have reasonably requested as to the accuracy and correct completeness on and any Closing Date of any statement in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular, as to the accuracy on such Closing Date of the Closing with the same force and effect as though such representations and warranties have been made on and as of the ClosingCompany as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Selling Agent. (x) The Selling Agent shall have received a certificatethe lock-up letters referred to in Section 4(m) hereof substantially in the form of Exhibit A from each director, dated the Closing Date, to such effect executed by the Chairman officer and stockholder of the Board or President of the SellerCompany named in Schedule 2 hereto. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (i) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be subject to the following conditions: (a) Between the date hereof and Closing, the Seller and its subsidiaries shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller and its subsidiaries, whether or not such loss is covered by insurance. (b) Between the date hereof and Closing, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (other than as set forth in the Offering Document) and there shall be no material proceeding instituted or threatened before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations or financial condition or income of the Seller. (c) Except as contemplated herein or as set forth in the Offering Document, during the period subsequent to the date hereof, and prior to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller shall have furnished to the Selling Agent the opinion, dated the Closing Date, of its counsel, which opinion shall be reasonably acceptable to the Selling Agent and its counsel (f) The representations and warranties of the Seller made in this Agreement or in any document or certificate delivered to the Selling Agent pursuant hereto shall be true and correct on and as of the Closing with the same force and effect as though such representations and warranties have been made on and as of the Closing, and the Selling Agent shall have received a certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (i) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (a) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (b) no order suspending the effectiveness of the Offering Statement or the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (c) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (d) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Selling Agent shall have received certificates of the Company, dated as of each Closing Date and signed by the Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (a), (b) and (c). (ii) Since the respective dates as of which information is given in the Offering Statement, the Seller Pricing Disclosure Materials and its subsidiaries the Final Offering Circular, (a) there shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in been a Material Adverse Effect on the Seller and its subsidiariesEffect, whether or not such loss is covered by insurance. (b) Between arising from transactions in the date hereof and Closingordinary course of business, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (in each case other than as set forth in or contemplated by the Offering DocumentStatement, the Pricing Disclosure Materials and the Final Offering Circular and (b) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors as contemplated hereby. (iii) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the SellerSelling Agent, would reasonably be expected to have a Material Adverse Effect. (civ) Except Each of the representations and warranties of the Company contained herein shall be true and correct as contemplated of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, as if made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to such Closing Date shall have been duly performed, fulfilled or complied with in all material respects. (v) The Selling Agent shall have received an opinion and 10b-5 negative assurances letter, dated as set forth in the Offering Documentof each Closing Date, during the period subsequent of Xxxxxxxxxx & Associates, as counsel to the date hereofCompany, in a form reasonably satisfactory to the Selling Agent and prior to its counsel. (vi) At the Closing and at any Subsequent Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the “Comfort Letter”), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Selling Agent with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular. (fvii) The At the Closing and at any Subsequent Closing, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular and the Pricing Disclosure Materials, and that to each of such person’s knowledge: (1) As of the date of each such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Final Offering Circular nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (b) Each of the representations and warranties of the Seller made Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality. (c) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate has been duly, timely and fully complied with. (d) No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (e) Subsequent to the date of the most recent financial statements in any document the Offering Statement and in the Final Offering Circular, there has been no Material Adverse Effect. (viii) The Company shall have furnished or certificate delivered caused to be furnished to the Selling Agent pursuant hereto shall be true and correct on and as of the Closing with the same force and effect as though such representations and warranties have been made on and as of the Closingcertificates, and the Selling Agent shall have received a certificatein addition to those specifically mentioned herein, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall may have reasonably request. (i) The Seller and its President shall provide certificates requested as to the Selling Agent certifying that the proceeds accuracy and completeness on any Closing Date of the Offering will be used in accordance with the uses designated in “Use of Proceeds” any statement in the Offering DocumentStatement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular, as to the accuracy on such Closing Date of the representations and warranties of the Company as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Selling Agent.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (a) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (b) no order suspending the effectiveness of the Offering Statement or the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (c) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (d) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Selling Agent shall have received certificates of the Company, dated as of each Closing Date and signed by the Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (a), (b) and (c). (ii) Since the respective dates as of which information is given in the Offering Statement, the Seller Pricing Disclosure Materials and its subsidiaries the Final Offering Circular, (a) there shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in been a Material Adverse Effect on the Seller and its subsidiariesChange, whether or not such loss is covered by insurance. (b) Between arising from transactions in the date hereof and Closingordinary course of business, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (in each case other than as set forth in or contemplated by the Offering DocumentStatement, the Pricing Disclosure Materials and the Final Offering Circular and (b) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors as contemplated hereby. (iii) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the SellerSelling Agent, would reasonably be expected to have a Material Adverse Effect. (civ) Except Each of the representations and warranties of the Company contained herein shall be true and correct as contemplated of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, as if made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to such Closing Date shall have been duly performed, fulfilled or complied with in all material respects. (v) The Selling Agent shall have received (a) an opinion and a negative assurances letter, each dated as set forth in the Offering Documentof each Closing Date, during the period subsequent of ArentFox Schiff LLP, as general counsel to the date hereofCompany, in such form and prior substance reasonably satisfactory to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereofSelling Agent, and (iib) except an opinion and a negative assurances letter, each dated as of each Closing Date, of [_], as intellectual property counsels to the Company, in the ordinary course of its business, the Seller such form and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be substance reasonably satisfactory in all respects to counsel for the Selling Agent. (evi) The Seller At the Closing and at any Subsequent Closing, the Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the “Comfort Letter”), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Selling Agent with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular. (fviii) The At the Closing and at any Subsequent Closing, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular and the Pricing Disclosure Materials, and that to each of such person’s knowledge: (a) (1) As of the date of each such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Final Offering Circular nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (b) Each of the representations and warranties of the Seller made Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality. (c) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate has been duly, timely and fully complied with. (d) No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (e) Subsequent to the date of the most recent financial statements in any document the Offering Statement and in the Final Offering Circular, there has been no Material Adverse Change. (ix) The Company shall have furnished or certificate delivered caused to be furnished to the Selling Agent pursuant hereto shall be true such certificates, in addition to those specifically mentioned herein, as the Selling Agent may have reasonably requested as to the accuracy and correct completeness on and any Closing Date of any statement in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular, as to the accuracy on such Closing Date of the Closing with the same force and effect as though such representations and warranties have been made on and as of the ClosingCompany as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Selling Agent. (x) The Selling Agent shall have received a certificatethe lock-up letters referred to in Section 4(m) hereof substantially in the form of Exhibit B from each director, dated the Closing Date, to such effect executed by the Chairman nominee director and executive officer of the Board or President of Company named the SellerFinal Offering Circular. (gxi) The Seller shall Shares have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by been approved for listing upon notice of issuance on the Seller on or before the ClosingNASDAQ. (hxii) The Seller Company shall have provided furnished or caused to be furnished to the Selling Agent on each Closing Date satisfactory evidence of the good standing of the Company in its jurisdiction of organization and its good standing as a foreign entity in such certificates other jurisdictions as the Selling Agent shall may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (ixiii) The Seller and its President FINRA shall provide certificates not have raised any objection with respect to the fairness or reasonableness of the plan of distribution, or other arrangements of the transactions, contemplated hereby. (xiv) On or after the Applicable Time there shall not have occurred any of the following: (a) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, Inc., NYSE:MKT or NASDAQ; (b) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (c) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (d) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (c) or (d) in the judgment of the Selling Agent certifying that makes it impracticable or inadvisable to proceed with the proceeds offering or the delivery of the Offering will be used in accordance with Shares being delivered on any Closing Date on the uses designated in “Use of Proceeds” terms and in the manner contemplated in the Final Offering DocumentCircular.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be subject to the following conditions: (a) Between the date hereof and Closing, the Seller and its subsidiaries shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller and its subsidiaries, whether or not such loss is covered by insurance. (b) Between the date hereof and Closing, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (other than as set forth in the Offering Document) and there shall be no material proceeding instituted or threatened before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations or financial condition or income of the Seller. (c) Except as contemplated herein or as set forth in the Offering Document, during the period subsequent to the date hereof, and prior to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller shall have furnished to the Selling Agent the opinion, dated the Closing Date, of its counsel, which opinion shall be reasonably acceptable to the Selling Agent and its counselAgent, substantially in the form of attached Exhibit: (f) The representations and warranties of the Seller made in this Agreement or in any document or certificate delivered to the Selling Agent pursuant hereto shall be true and correct on and as of the Closing with the same force and effect as though such representations and warranties have been made on and as of the Closing, and the Selling Agent shall have received a certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (i) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document. (j) The Seller shall have furnished a “Cold Comfort” letter on and as of the Closing, in each case describing procedures carried out to a date within five (5) days of the date of the letter, from Ernst & Young LLP, independent public accountants for the Seller, substantially in the form approved by the Selling Agent.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (a) Between No stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (b) no order suspending the effectiveness of the Registration Statement or the registration or exemption of the Securities under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (c) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (d) after the date hereof no amendment or supplement to the Registration Statement or the Prospectus Supplement shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Selling Agent shall have received certificates of the Company, dated as of each Closing Date and signed by the Chief Executive Officer of the Company, and the Chief Financial Officer of the Company, to the effect of clauses (a), (b) and (c). (ii) Since the respective dates as of which information is given in the Registration Statement, the Seller Base Prospectus and its subsidiaries the Prospectus Supplement, (a) there shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in been a Material Adverse Effect on the Seller and its subsidiariesChange, whether or not such loss is covered by insurance. (b) Between arising from transactions in the date hereof and Closingordinary course of business, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (in each case other than as set forth in or contemplated by the Offering DocumentRegistration Statement, the Base Prospectus and the Prospectus Supplement and (b) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Registration Statement, the Base Prospectus and the Prospectus Supplement, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Securities to Investors as contemplated hereby. (iii) Since the respective dates as of which information is given in the Registration Statement, the Base Prospectus and the Prospectus Supplement, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the SellerSelling Agent, would reasonably be expected to have a Material Adverse Effect. (civ) Except Each of the representations and warranties of the Company contained herein shall be true and correct as contemplated of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, as if made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to such Closing Date shall have been duly performed, fulfilled or complied with in all material respects. (v) The Selling Agent shall have received an opinion and a negative assurances letter (the “Letters”), each dated as set forth in of the initial Closing Date, and “bring down” forms of the Letters dated as of each subsequent Closing Date, if any, following each fiscal quarter ending after the initial Closing Date until the Offering Documentis terminated, during the period subsequent of Xxxxx Xxxxxx LLP, as counsel to the date hereofCompany, in form and prior substance reasonably satisfactory to the Selling Agent and its counsel. (vi) At the initial Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the “Comfort Letter”), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to selling agents with respect to the financial statements and certain financial information contained, or incorporated by reference, in the Registration Statement, the Base Prospectus and the Prospectus Supplement. Additionally, the Accountants shall provide “bring down” comfort letters at any subsequent Closing until the Offering is terminated, to update the Comfort Letter to reflect the filing with the SEC of the Company’s financial statements for the reporting periods not covered in the initial or subsequent Comfort Letters. (fviii) The At the Closing and at any Subsequent Closing, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Registration Statement, the Prospectus Supplement and the Base Prospectus, and that to each of such person’s knowledge: (1) As of the date of each such certificate, (x) the Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Prospectus Supplement nor the Base Prospectus contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus Supplement in order to make the statements therein not untrue or misleading in any material respect. (b) Each of the representations and warranties of the Seller made Company contained in this Agreement were, when originally made, and are, at the time such certificate is delivered, true and correct in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality. (c) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate has been duly, timely and fully complied with. (d) No stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (e) Subsequent to the date of the most recent financial statements in any document the Registration Statement and in the Prospectus Supplement, there has been no Material Adverse Change. (ix) The Company shall have furnished or certificate delivered caused to be furnished to the Selling Agent pursuant hereto shall be true and correct on and as of the Closing with the same force and effect as though such representations and warranties have been made on and as of the Closingcertificates, and the Selling Agent shall have received a certificatein addition to those specifically mentioned herein, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall may have reasonably requestrequested as to the accuracy and completeness on any Closing Date of any statement in the Registration Statement, the Base Prospectus or the Prospectus Supplement, as to the accuracy on such Closing Date of the representations and warranties of the Company as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Selling Agent. (ix) [intentionally omitted] (xi) [intentionally omitted] (xii) The Seller and its President Company shall provide certificates have furnished or caused to be furnished to the Selling Agent certifying that the proceeds on each Closing Date satisfactory evidence of the Offering will be used good standing of the Company in accordance its jurisdiction of organization and its good standing as a foreign entity in such other jurisdictions as the Selling Agent may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (xiii) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the plan of distribution, or other arrangements of the transactions, contemplated hereby. (xiv) Subsequent to the execution and delivery of this Agreement and up to the Closing Date and any subsequent Closing Date there shall not have occurred any of the following: (a) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, Inc., NYSE:MKT or NASDAQ; (b) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (c) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (d) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (c) or (d) in the judgment of the Selling Agent makes it impracticable or inadvisable to proceed with the uses designated in “Use offering or the delivery of Proceeds” the Securities being delivered on any Closing Date on the terms and in the Offering Documentmanner contemplated in the Prospectus Supplement.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be subject to the following conditions: (a) Between the date hereof and Closing, the Seller and its subsidiaries shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller and its subsidiariesEffect, whether or not such loss is covered by insurance. (b) Between the date hereof and Closing, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (other than as set forth in the Offering Document) and there shall be no material proceeding instituted or threatened before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations or financial condition or income of the Seller. (c) Except as contemplated herein or as set forth in the Offering Document, during the period subsequent to the date hereof, and prior to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its businessbusiness or transactions contemplated or disclosed to Selling Agent (e.g., entering into agreements for follow-on financing, which may include debt, security and a change in capital structure, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller shall have furnished to the Selling Agent the opinion, dated the Closing Date, of its counsel, which opinion shall be reasonably acceptable to the Selling Agent and its counsel (f) The representations and warranties of the Seller made in this Agreement or in any document or certificate delivered to the Selling Agent pursuant hereto shall be true and correct on and as of the Closing with the same force and effect as though such representations and warranties have been made on and as of the Closing, and the Selling Agent shall have received a certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller.. This certificate shall be deemed reasonably acceptable if it is in substantially similar form to the document attached hereto as Exhibit B. (gf) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (hg) The Seller shall have provided such certificates Certificates as the Selling Agent shall reasonably request. (ih) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (ai) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (ii) no order suspending the effectiveness of the Offering Statement or the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (iii) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (iv) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Seller Selling Agent shall have received certificates of the Company, dated as of each Closing Date and its subsidiaries shall not have sustained any loss on account signed by the Chief Executive Officer of firethe Company, explosionand the Chief Financial Officer of the Company, floodto the effect of clauses (i), accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller (ii) and its subsidiaries, whether or not such loss is covered by insurance(iii). (b) Between Since the date hereof respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and Closingthe Final Offering Circular, (i) there shall be no material litigation instituted not have been a Material Adverse Change, whether or threatened against not arising from transactions in the Seller or any subsidiary (ordinary course of business, in each case other than as set forth in or contemplated by the Offering DocumentStatement, the Pricing Disclosure Materials and the Final Offering Circular and (ii) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors as contemplated hereby. (c) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the Seller. (c) Except as contemplated herein or as set forth in the Offering DocumentSelling Agent, during the period subsequent would reasonably be expected to the date hereof, and prior to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its business, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Documenta Material Adverse Effect. (d) The authorization for the issuance and delivery Each of the Offered Securities representations and warranties of the Offering Document Company contained herein shall be true and related materialscorrect as of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, and for the execution and delivery of this Agreementas if made on such date, and all other legal matters incident theretocovenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to such Closing Date shall have been duly performed, shall be reasonably satisfactory fulfilled or complied with in all respects to counsel for Selling Agentmaterial respects. (e) The Seller Selling Agent shall have received (i) an opinion and a negative assurances letter, dated as of the Closing and semi-annually thereafter through the termination of the Offering, of counsel(s) to the Company in form and substance reasonably acceptable to the Selling Agent, in substantially the form attached hereto as Exhibit B. (f) At the Closing and semi-annually thereafter through the termination of the Offering, the Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the "Comfort Letter"), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants' "comfort letters" to Selling Agent with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular. (fg) The At the Closing and semi-annually thereafter through the termination of the Offering, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular and the Pricing Disclosure Materials, and that to each of such person's knowledge: (i) (1) As of the date of each such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Final Offering Circular nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (ii) Each of the representations and warranties of the Seller made Company contained in this Agreement or in any document or were, when originally made, and are, at the time such certificate delivered to the Selling Agent pursuant hereto shall be is delivered, true and correct on and as of the Closing with the same force and effect as though such in all respects for those representations and warranties have been made on qualified by materiality and as of the Closing, and the Selling Agent shall have received a certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (g) The Seller shall have performed and complied in all material respects with all covenants, terms for those representations and agreements warranties that are not qualified by materiality. (iii) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Seller Company on or before prior to the Closingdelivery of such certificate has been duly, timely and fully complied with. (iv) No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission. (v) Subsequent to the date of the most recent financial statements in the Offering Statement and in the Final Offering Circular, there has been no Material Adverse Change. (h) The Seller Company shall have provided furnished or caused to be furnished to the Selling Agent such certificates certificates, in addition to those specifically mentioned herein, as the Selling Agent shall may have reasonably requestrequested as to the accuracy and completeness at the Closing and quarterly thereafter through the termination of the Offering of any statement in the Offering Statement, the Preliminary Offering Circular, the Pricing Disclosure Materials or the Final Offering Circular, as to the accuracy on such date of the representations and warranties of the Company as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Selling Agent. (i) [intentionally omitted] (j) [intentionally omitted] (k) The Seller and its President Company shall provide certificates have furnished or caused to be furnished to the Selling Agent certifying that at the proceeds Closing and quarterly thereafter through the termination of the Offering will be used satisfactory evidence of the good standing of the Company in accordance its jurisdiction of organization and its good standing as a foreign entity in such other jurisdictions as the Selling Agent may reasonably request, in each case in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdictions. (l) FINRA shall not have raised any objection with respect to the fairness or reasonableness of the plan of distribution, or other arrangements of the transactions, contemplated hereby. (m) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, Inc., NYSE American or The Nasdaq Stock Market, LLC; (ii) a general moratorium on commercial banking activities declared by either Federal or New York authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iii) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, or (iv) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iii) or (iv) in the judgment of the Selling Agent makes it impracticable or inadvisable to proceed with the uses designated in “Use Offering or the delivery of Proceeds” the Shares being delivered on any Closing Date on the terms and in the manner contemplated in the Final Offering DocumentCircular.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be subject to the following fol1owing conditions: (a) Between the date hereof and Closing, the Seller and its subsidiaries shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller and its subsidiariesEffect, whether or not such loss is covered by insurance. (b) Between the date hereof and Closing, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (other than as set forth in the Offering Document) and there shall be no material proceeding instituted or threatened before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations or financial condition or income of the Seller. (c) Except as contemplated herein or as set forth in the Offering Document, during the period subsequent to the date hereof, and prior to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its businessbusiness or transactions contemplated or disclosed to Sel1ing Agent (e.g., entering into agreements for fol1ow-on financing, which may include debt, security and a change in capital structure, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller shall have furnished to the Selling Agent the opinion, dated the Closing Date, of its counsel, which opinion shall be reasonably acceptable to the Selling Agent and its counsel (f) The representations and warranties of the Seller made in this Agreement or in any document or certificate delivered to the Selling Sel1ing Agent pursuant hereto shall be true and correct on and as of the Closing with the same force and effect as though such representations and warranties have been made on and as of the Closing, and the Selling Agent shall have received a certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (gf) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (hg) The Seller shall have provided such certificates Certificates as the Selling Agent shall reasonably request. (ih) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “"Use of Proceeds” " in the Offering Document.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be subject to the following conditions: (a) Between the date hereof and Closing, the Seller and its subsidiaries shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller and its subsidiaries, whether or not such loss is covered by insurance. (b) Between the date hereof and Closing, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (other than as set forth in the Offering DocumentDocument or as disclosed to the Selling Agent) and there shall be no material proceeding instituted or threatened before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations or financial condition or income of the Seller. (c) Except as contemplated herein or as set forth in the Offering DocumentDocument or in the SEC Reports, during the period subsequent to the date hereof, and prior to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its businessbusiness or as disclosed to the Selling Agent, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller shall have furnished to the Selling Agent the opinion, dated the Closing Date, of its counsel, which opinion shall be reasonably acceptable to the Selling Agent and its counsel (f) The representations and warranties of the Seller made in this Agreement or in any document or certificate delivered to the Selling Agent pursuant hereto shall be true and correct on and as of the Closing date of this Agreement or such document or certificate with the same force and effect as though such representations and warranties have been made on and as of the Closing, and the Selling Agent shall have received a date of this Agreement or such document or certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (gf) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller as contained in this Agreement on or before the Closing. (hg) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (i) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be hereunder are subject to the following conditions: (a) Between No stop order suspending the qualification of the Offering Statement shall have been issued, and no proceedings for that purpose shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission), (b) no order suspending the effectiveness of the Offering Statement or the qualification or exemption of the Shares under the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or threatened or contemplated by, any securities or other governmental authority (including, without limitation, the Commission), (c) any request for additional information on the part of the staff of any securities or other governmental authority (including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such authorities and (d) after the date hereof no amendment or supplement to the Offering Statement or the Final Offering Circular shall have been filed unless a copy thereof was first submitted to the Selling Agent and Closingthe Selling Agent did not object thereto in good faith, and the Selling Agent shall have received certificates of the Company, dated as of each Closing Date and signed by the Chief Executive Officer of the Company, and the Principal Financial Officer of the Company, to the effect of clauses (a), (b) and (c). (ii) Since the respective dates as of which information is given in the Offering Statement, the Seller Pricing Disclosure Materials and its subsidiaries the Final Offering Circular, (a) there shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in been a Material Adverse Effect on the Seller and its subsidiariesChange, whether or not such loss is covered by insurance. (b) Between arising from transactions in the date hereof and Closingordinary course of business, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (in each case other than as set forth in or contemplated by the Offering DocumentStatement, the Pricing Disclosure Materials and the Final Offering Circular and (b) the Company shall not have sustained any material loss or interference with its business or properties from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative or other governmental action, order or decree, which is not set forth in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, if in the reasonable judgment of the Selling Agent any such development makes it impracticable or inadvisable to consummate the sale and delivery of the Shares to Investors as contemplated hereby. (iii) Since the respective dates as of which information is given in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular, there shall be have been no material litigation or other proceeding instituted against the Company or threatened any of its officers or directors in their capacities as such, before or by any federal federal, state or state local or foreign court, commission, regulatory body or body, administrative agency or other governmental body, domestic or foreign, wherein an unfavorable rulingwhich litigation or proceeding, decision or finding would materially adversely affect in the business, franchises, licenses, permits, operations or financial condition or income reasonable judgment of the SellerSelling Agent, would reasonably be expected to have a Material Adverse Effect. (civ) Except Each of the representations and warranties of the Company contained herein shall be true and correct as contemplated herein or of each Closing Date in all respects for those representations and warranties qualified by materiality and in all material respects for those representations and warranties that are not qualified by materiality, as set forth in the Offering Document, during the period subsequent to the date hereofif made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or complied with by the Company at or prior to Closingsuch Closing Date shall have been duly performed, the Seller fulfilled or complied with in all material respects. (v) The Selling Agent shall have received an opinion and each subsidiary: a negative assurances letter dated (i) shall have conducted its business in as of the usual and ordinary manner as the same was being conducted on the date hereof, initial Closing Date and (ii) except as of the date of each quarterly report of the Company on Form 10-Q for so long as the Offering remains open, of DeMint Law, PLLC, as general counsel to the Company, substantively in the ordinary course form attached hereto as Exhibit B. (vi) At the initial Closing and at the date of its businesseach quarterly report of the Company on Form 10-Q for so long as the Offering remains open, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller Accountants shall have furnished to the Selling Agent the opiniona letter, dated the Closing Date, date of its counseldelivery (the “Comfort Letter”), which opinion shall be reasonably acceptable addressed to the Selling Agent and its counselin form and substance reasonably satisfactory to the Selling Agent containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Selling Agent with respect to the financial statements and certain financial information contained in the Offering Statement, the Pricing Disclosure Materials and the Final Offering Circular. (fviii) The At the initial Closing, there shall be furnished to the Selling Agent a certificate, dated the date of its delivery, signed by each of the Chief Executive Officer and the Principal Financial Officer of the Company, in form and substance satisfactory to the Selling Agent to the effect that each signer has carefully examined the Offering Statement, the Final Offering Circular and the Pricing Disclosure Materials, and that to each of such person’s knowledge: (1) As of the such certificate, (x) the Offering Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither the Final Offering Circular nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (2) no event has occurred as a result of which it is necessary to amend or supplement the Final Offering Circular in order to make the statements therein not untrue or misleading in any material respect. (b) Each of the representations and warranties of the Seller made Company contained in this Agreement or in any document or were, when originally made, and are, at the time such certificate delivered to the Selling Agent pursuant hereto shall be is delivered, true and correct on and as of the Closing with the same force and effect as though such in all respects for those representations and warranties have been made on qualified by materiality and as of the Closing, and the Selling Agent shall have received a certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (g) The Seller shall have performed and complied in all material respects with all covenants, terms for those representations and agreements warranties that are not qualified by materiality. (c) Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely and fully performed and each condition herein required to be complied with by the Seller Company on or before prior to the Closingdelivery of such certificate has been duly, timely and fully complied with. (hd) The Seller shall No stop order suspending the qualification of the Offering Statement or of any part thereof has been issued and no proceedings for that purpose have provided such certificates as been instituted or are contemplated by the Selling Agent shall reasonably requestCommission. (ie) The Seller and its President shall provide certificates Subsequent to the Selling Agent certifying that the proceeds date of the Offering will be used in accordance with the uses designated in “Use of Proceeds” most recent financial statements in the Offering DocumentStatement and in the Final Offering Circular, there has been no Material Adverse Change.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be subject to the following conditions: (a) Between the date hereof and Closing, the Seller and its subsidiaries shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller and its subsidiariesSeller, whether or not such loss is covered by insurance. (b) Between the date hereof and Closing, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (other than as set forth in the Offering DocumentDocuments or as disclosed to the Selling Agent) and there shall be no material proceeding instituted or threatened before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations or financial condition or income of the Seller. (c) Except as contemplated herein or as set forth in the Offering DocumentDocuments, during the period subsequent to the date hereof, and prior to Closing, the Seller and each subsidiarySeller: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its businessbusiness or as disclosed to the Selling Agent, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Immediately prior to Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering DocumentDocuments. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document Documents and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller shall have furnished to the Selling Agent the opinion, dated the Closing Date, of its counsel, which opinion shall be reasonably acceptable to the Selling Agent and its counsel (f) The representations and warranties of the Seller made in this Agreement or in any document or certificate delivered to the Selling Agent pursuant hereto shall be true and correct on and as of the Closing date of this Agreement or such document or certificate with the same force and effect as though such representations and warranties have been made on and as of the Closing, and the Selling Agent shall have received a date of this Agreement or such document or certificate, dated the Closing Date, to such effect executed by the Chairman of the Board or President of the Seller. (gf) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller as contained in this Agreement on or before the Closing. (hg) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (ih) The Seller and its President shall provide certificates to will use the Selling Agent certifying that net proceeds from the proceeds sale of the Offering will be used Offered Securities in accordance with the uses designated in “Use of Proceeds” manner set forth in the Offering DocumentDocuments. (i) Prior to or at the final closing of the Offering, the Seller will cause its Management Services Agreement dated as amended, between the Seller and Xxxxxxx Xxxxx, D.O., Inc. ("MSA") to be renewed, replaced or extended for another 5-year term until December 31, 2014.

Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent to act as agent hereunder, to find purchasers for the Offered Securities, and to attend and to deliver documents at Closing shall be subject to the following conditions: (a) Between the date hereof and Closing, the Seller and its subsidiaries shall not have sustained any loss on account of fire, explosion, flood, accident, calamity or other cause, of such character as results in a Material Adverse Effect on the Seller and its subsidiariesEffect, whether or not such loss is covered by insurance. (b) Between the date hereof and Closing, there shall be no material litigation instituted or threatened against the Seller or any subsidiary (other than as set forth in the Offering Document) and there shall be no material proceeding instituted or threatened before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would materially adversely affect the business, franchises, licenses, permits, operations or financial condition or income of the Seller. (c) Except as contemplated herein or as set forth in the Offering Document, during the period subsequent to the date hereof, and prior to Closing, the Seller and each subsidiary: (i) shall have conducted its business in the usual and ordinary manner as the same was being conducted on the date hereof, and (ii) except in the ordinary course of its businessbusiness or transactions contemplated or disclosed to Selling Agent (e.g., entering into agreements for follow-on financing, which may include debt, security and a change in capital structure, the Seller and each subsidiary shall not have incurred any liabilities or obligations (direct or contingent), or disposed of any assets, or entered into any material transaction or suffered or experienced any substantially adverse change in its condition, financial or otherwise, or in its working capital position. At Closing, the capitalization of the Seller shall be substantially the same as set forth in the Offering Document. (d) The authorization for the issuance and delivery of the Offered Securities and the Offering Document and related materials, and for the execution and delivery of this Agreement, and all other legal matters incident thereto, shall be reasonably satisfactory in all respects to counsel for Selling Agent. (e) The Seller shall have furnished to the Selling Agent the opinion, dated the Closing Date, of its counsel, which opinion shall be reasonably acceptable to the Selling Agent and its counsel (f) The representations and warranties of the Seller made in this Agreement or in any document or certificate delivered to the Selling Agent pursuant hereto shall be true and correct on and as of the Closing with the same force and effect as though such representations and warranties have been made on and as of the Closing, and the Selling Agent shall have received a certificate, dated the Closing Date, to such effect executed by the Chairman of the Board President or President Secretary of the Seller. (g) The Seller shall have performed and complied in all material respects with all covenants, terms and agreements to be performed and complied with by the Seller on or before the Closing. (h) The Seller shall have provided such certificates as the Selling Agent shall reasonably request. (i) The Seller and its President shall provide certificates to the Selling Agent certifying that the proceeds of the Offering will be used in accordance with the uses designated in “Use of Proceeds” in the Offering Document.