Common use of NASD Affiliates and Associates Clause in Contracts

NASD Affiliates and Associates. (a) Are you or is the person with voting and dispositive power of the shares to be purchased by you a member of The National Association of Securities Dealers, Inc. (“NASD”) or a broker-dealer registered pursuant to Section 15 of the Exchange Act? o Yes o No (b) If “yes” to Section 5(a), did you receive your Common Stock and Warrants as compensation for investment banking services to the Company? o Yes o No Note: If “no”, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are any of your affiliates or any member of your immediate family2 a member of the NASD or a broker-dealer registered pursuant to Section 15 of the Exchange Act? o Yes o No (d) If your response to Item 5(a) and 5(c) above is no, are you, any of your affiliates or any member of your immediate family an “affiliate” of a member of the NASD or a broker-dealer registered pursuant to Section 15 of the Exchange Act? o Yes o No Note: For the purposes of this Item 5(d), an “affiliate” of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such NASD member or broker-dealer, but excludes any individuals who are merely employed by such NASD member or broker-dealer or its affiliates. 2 Immediate family includes your parents, mother-in-law, father-in-law, spouse, sibling, brother-in-law or sister-in-law, children, son-in-law or daughter-in-law, and any other individual who is supported to a materiel extent by you. (e) If your response to Item 5(d) above is “yes”, do you certify that you bought the Common Stock and Warrants in the ordinary course of business, and at the time of the purchase of the Common Stock and Warrants to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Common Stock and/or Warrants ?

NASD Affiliates and Associates. (a) Are you or is the person with voting and dispositive power of the shares to be purchased by you a member of The National Association of Securities Dealers, Inc. (“NASD”) or a broker-dealer registered pursuant to Section 15 of the Exchange Act? o Yes o No (b) If “yes” to Section 5(a), did you receive your Common Stock and Warrants as compensation for investment banking services to the Company? o Yes o No Note: If “no”, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are any of your affiliates or any member of your immediate family2 a member of the NASD or a broker-dealer registered pursuant to Section 15 of the Exchange Act? o Yes o No (d) If your response to Item 5(a) and 5(c) above is no, are you, any of your affiliates or any member of your immediate family an “affiliate” of a member of the NASD or a broker-dealer registered pursuant to Section 15 of the Exchange Act? o Yes o No Note: For the purposes of this Item 5(d), an “affiliate” of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such NASD member or broker-dealer, but excludes any individuals who are merely employed by such NASD member or broker-dealer or its affiliates. 2 Immediate family includes your parents, mother-in-law, father-in-law, spouse, sibling, brother-in-law or sister-in-law, children, son-in-law or daughter-in-law, and any other individual who is supported to a materiel extent by you. (e) If your response to Item 5(d) above is “yes”, do you certify that you bought the Common Stock and Warrants in the ordinary course of business, and at the time of the purchase of the Common Stock and Warrants to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Common Stock and/or Warrants ?

NASD Affiliates and Associates. (a) Are you or is the person with voting and dispositive power of over the shares Registrable Securities to be purchased by you a member of The National Association of Securities Dealers, Inc. (“NASD”) ), a person associated with a member or associated person of a member of the NASD, or a broker-dealer registered pursuant to Section 15 of the Exchange Act? o Yes o No (b) If your answer is “yes” to Section Item 5(a), did you receive your Common Stock and Warrants Registrable Securities as compensation for investment banking services to the Company? o Yes o No Note: If “no”, the Commission’s staff has indicated that you should be identified as an underwriter in the Registration Statement. (c) Are any of your affiliates or any member of your immediate family2 family[1] a member of the NASD or a broker-dealer registered pursuant to Section 15 of the Exchange Act, or an owner of stock or other securities of a member of the NASD? o Yes o No (d) If your response to Item 5(a) and 5(c) above is no, are you, any of your affiliates or any member of your immediate family an “affiliate” of a member of the NASD or a broker-broker dealer registered pursuant to Section 15 of the Exchange Act? o Yes o No Note: For the purposes of this Item 5(d), an “affiliate” of a registered broker-dealer shall include any company that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such NASD member or broker-dealer, but excludes any individuals who are merely employed by such NASD member or broker-dealer or its affiliates. 2 Immediate family includes your parents, mother-in-law, father-in-law, spouse, sibling, brother-in-law or sister-in-law, children, son-in-law or daughter-in-law, and any other individual who is supported to a materiel extent by you. (e) If your response to Item 5(d) above is “yes”, do you certify that you bought the Common Stock and Warrants Registrable Securities in the ordinary course of business, and at the time of the purchase of the Common Stock and Warrants Registrable Securities to be resold, you had no agreements or understandings, directly or indirectly, with any person to distribute the Common Stock and/or Warrants ?Registrable Securities? o Yes o No