Common use of OTC Markets Documents; Financial Statements Clause in Contracts

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the Company shall have filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets pursuant to its reporting requirements as an Alternative Reporting Standard company (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the OTC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the OTC Documents complied in all material respects with applicable requirements relating to the OTC Documents, and none of the OTC Documents, at the time they were filed, contained any untrue statement of a material fact or omitted 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. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the OTC Documents complied as to form in all material respects applicable thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”)

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the The Company shall have has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC and / or the OTC Markets pursuant to its reporting requirements as an Alternative Reporting Standard company (all of from and after January 1, 2020) and the foregoing filed prior to the date hereof SEC (from and after June 29, 2020) and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Markets/SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). Upon written request the The Company will deliver has delivered to the Buyer Investor or its representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the OTC Markets Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendmentsdates, the OTC Markets/SEC Documents complied in all material respects with the requirements of the OTC Markets Alternative Reporting Standards and the rules and regulations of the OTC Markets promulgated thereunder applicable requirements relating to the OTC Markets Documents, and none of the OTC Markets Documents, at the time they were filedfiled with the OTC Markets or the SEC, as applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendmentsdates, the financial statements of the Company and its subsidiaries included in the OTC Markets/SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the OTC Markets and the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The No other information provided by or on behalf of the Company to the Investor which is not subject included in the OTC Markets/SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the reporting requirements statements therein, in the light of the Securities Exchange Act of 1934 (the “1934 Act”)circumstance under which they are or were made, not misleading.

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the The Company shall have has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC and / or the OTC Markets pursuant to its reporting requirements as an Alternative Reporting Standard company (all of from and after January 1, 2020) and the foregoing filed prior to the date hereof SEC (from and after June 29, 2020) and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Markets/SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). Upon written request the The Company will deliver has delivered to the Buyer Investor or its representatives, or made available through the SEC’s website at hxxx://xxx.xxx.xxx, true and complete copies of the OTC Markets Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendmentsdates, the OTC Markets/SEC Documents complied in all material respects with the requirements of the OTC Markets Alternative Reporting Standards and the rules and regulations of the OTC Markets promulgated thereunder applicable requirements relating to the OTC Markets Documents, and none of the OTC Markets Documents, at the time they were filedfiled with the OTC Markets or the SEC, as applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendmentsdates, the financial statements of the Company and its subsidiaries included in the OTC Markets/SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the OTC Markets and the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The No other information provided by or on behalf of the Company to the Investor which is not subject included in the OTC Markets/SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the reporting requirements statements therein, in the light of the Securities Exchange Act of 1934 (the “1934 Act”)circumstance under which they are or were made, not misleading.

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the The Company shall have has filed all reports, schedules, forms, statements and other documents required to be filed by it with the OTC Markets pursuant to its reporting requirements as an Alternative Reporting Standard company (all of from and after January 1, 2020) and the foregoing filed prior to the date hereof SEC (from and after June 29, 2020) and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Markets/SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). Upon written request the The Company will deliver has delivered to the Buyer Investor or its representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the OTC Markets Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendmentsdates, the OTC Markets/SEC Documents complied in all material respects with the requirements of the OTC Markets Alternative Reporting Standards and the rules and regulations of the OTC Markets promulgated thereunder applicable requirements relating to the OTC Markets Documents, and none of the OTC Markets Documents, at the time they were filedfiled with the OTC Markets or the SEC, as applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendmentsdates, the financial statements of the Company and its subsidiaries included in the OTC Markets/SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the OTC Markets and the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The No other information provided by or on behalf of the Company to the Investor which is not subject included in the OTC Markets/SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the reporting requirements statements therein, in the light of the Securities Exchange Act of 1934 (the “1934 Act”)circumstance under which they are or were made, not misleading.

OTC Markets Documents; Financial Statements. On or before September 15, 2023As of the date hereof, the Company shall have has filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets pursuant to its reporting requirements as an Alternative Reporting Standard company (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, and amendments thereto, being hereinafter referred to herein as the “OTC Markets Documents”). Upon written request the The Company will deliver has delivered to the Buyer Investor or its representatives, or they have had access through OTC Markets to, true and complete copies of the OTC Markets Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendmentsfiling dates, the OTC Markets Documents complied in all material respects with applicable the requirements relating to the of OTC DocumentsMarkets, and none of the OTC Markets Documents, at the time they were filedfiled with OTC Markets or the time they were amended, if amended, contained any untrue statement of a material fact or omitted 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. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendmentsdates, the financial statements of the Company included in the OTC Markets Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of OTC Markets with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, by a firm that is a member of the Public Companies Accounting Oversight Board (“PCAOB”) consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The No other written information provided by or on behalf of the Company to the Investor which is not subject included in the OTC Markets Documents, including, without limitation, information referred to in Section 4.3 of this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstance under which they are or were made, not misleading. Neither the Company nor any of its Subsidiaries or any of their officers, directors, employees or agents have provided the Investor with any material, nonpublic information which was not publicly disclosed prior to the reporting requirements date hereof and any material, nonpublic information provided to the Investor by the Company or its Subsidiaries or any of their officers, directors, employees or agents prior to any Closing Date shall be publicly disclosed by the Securities Exchange Act of 1934 (the “1934 Act”)Company prior to such Closing Date.

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the The Company shall have has filed all reports, schedules, forms, statements and other documents required to be filed by it with the OTC Markets pursuant to its reporting requirements as an Alternative Reporting Standard company (all of from and after January 1, 2020) and the foregoing filed prior to the date hereof SEC (from and after June 29, 2020) and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Markets/SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). Upon written request the The Company will deliver has delivered to the Buyer Investor or its representatives, or made available through the SEC’s website at hxxx://xxx.xxx.xxx, true and complete copies of the OTC Markets Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendmentsdates, the OTC Markets/SEC Documents complied in all material respects with the requirements of the OTC Markets Alternative Reporting Standards and the rules and regulations of the OTC Markets promulgated thereunder applicable requirements relating to the OTC Markets Documents, and none of the OTC Markets Documents, at the time they were filedfiled with the OTC Markets or the SEC, as applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendmentsdates, the financial statements of the Company and its subsidiaries included in the OTC Markets/SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the OTC Markets and the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The No other information provided by or on behalf of the Company to the Investor which is not subject included in the OTC Markets/SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the reporting requirements statements therein, in the light of the Securities Exchange Act of 1934 (the “1934 Act”)circumstance under which they are or were made, not misleading.

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the The Company shall have has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets pursuant to its reporting requirements as an Alternative Reporting Standard company (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Markets Documents”). Upon written request the The Company will deliver has made available to the Buyer true and complete copies of the OTC Markets Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendmentsdates, the OTC Markets Documents complied in all material respects with applicable the requirements relating to the of OTC Markets Documents, and none of the OTC Markets Documents, at the time they were filedfiled with OTC Markets, contained any untrue statement of a material fact or omitted 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. None of the statements made in any such OTC Markets Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendmentsdates, the financial statements of the Company included in the OTC Markets Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the OTC Markets with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the OTC Markets Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”).

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the The Company shall have has filed all reports, schedules, forms, statements and other documents required to be filed by it with the OTC Markets pursuant to in connection with the listing of its reporting requirements Common Stock on the OTCQB during the 2 years preceding the date hereof (or such shorter period as an Alternative Reporting Standard company the Company was required by the regulations of the OTC Markets) (all of the foregoing filed prior to within the 2 years preceding the date hereof as amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Markets Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). Upon written request the The Company will deliver has delivered to the Buyer Investor or its representatives, or made available through the SEC’s website at hxxx://xxx.xxx.xxx, true and complete copies of the OTC Markets Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendmentsdates, the OTC Markets Documents complied in all material respects with the requirements of the OTC Markets Alternative Reporting Standards and the rules and regulations of the OTC Markets promulgated thereunder applicable requirements relating to the OTC Markets Documents, and none of the OTC Markets Documents, at the time they were filedfiled with the OTC Markets during such two-year period, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendmentsdates, the financial statements of the Company and its subsidiaries included in the OTC Markets Documents during such two-year period complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the OTC Markets with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Convertible Debenture thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The No other information provided by or on behalf of the Company to the Investor which is not subject included in the OTC Markets Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the reporting requirements statements therein, in the light of the Securities Exchange Act of 1934 (the “1934 Act”)circumstance under which they are or were made, not misleading.

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the The Company shall have has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC and / or the OTC Markets pursuant to its reporting requirements as an Alternative Reporting Standard company (all of the foregoing filed prior to the date hereof from and after January 1, 2020) and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Markets/SEC Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). Upon written request the The Company will deliver has delivered to the Buyer Investor or its representatives, or made available through the SEC’s website at hxxx://xxx.xxx.xxx, true and complete copies of the OTC Markets Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendmentsdates, the OTC Markets/SEC Documents complied in all material respects with the requirements of the OTC Markets Alternative Reporting Standards and the rules and regulations of the OTC Markets promulgated thereunder applicable requirements relating to the OTC Markets Documents, and none of the OTC Markets Documents, at the time they were filedfiled with the OTC Markets or the SEC, as applicable, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendmentsdates, the financial statements of the Company and its subsidiaries included in the OTC Markets/SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the OTC Markets and the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The No other information provided by or on behalf of the Company to the Investor which is not subject included in the OTC Markets/SEC Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the reporting requirements statements therein, in the light of the Securities Exchange Act of 1934 (the “1934 Act”)circumstance under which they are or were made, not misleading.

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the The Company shall have has filed all reports, schedules, forms, statements and other documents required to be filed by it with the OTC Markets pursuant to in connection with the listing of its reporting requirements Common Stock on the OTCQB during the 2 years preceding the date hereof (or such shorter period as an Alternative Reporting Standard company the Company was required by the regulations of the OTC Markets) (all of the foregoing filed prior to within the 2 years preceding the date hereof as amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Markets Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). Upon written request the The Company will deliver has delivered to the Buyer Investor or its representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the OTC Markets Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendmentsdates, the OTC Markets Documents complied in all material respects with the requirements of the OTC Markets Alternative Reporting Standards and the rules and regulations of the OTC Markets promulgated thereunder applicable requirements relating to the OTC Markets Documents, and none of the OTC Markets Documents, at the time they were filedfiled with the OTC Markets during such two-year period, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendmentsdates, the financial statements of the Company and its subsidiaries included in the OTC Markets Documents during such two-year period complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the OTC Markets with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Convertible Debentures thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The No other information provided by or on behalf of the Company to the Investor which is not subject included in the OTC Markets Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the reporting requirements statements therein, in the light of the Securities Exchange Act of 1934 (the “1934 Act”)circumstance under which they are or were made, not misleading.

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the The Company shall have has filed all reports, schedules, forms, statements and other documents required to be filed by it with OTC Markets pursuant to its reporting requirements as an Alternative Reporting Standard company (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Documents”AOTC Documents@). Upon written request the Company will deliver to the Buyer true and complete copies of the OTC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the OTC Documents complied in all material respects with applicable requirements relating to the OTC Documents, and none of the OTC Documents, at the time they were filed, contained any untrue statement of a material fact or omitted 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. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the OTC Documents complied as to form in all material respects applicable thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is not subject to the reporting requirements of the Securities Exchange Act of 1934 (the “1934 Act”A1934 Act@)

OTC Markets Documents; Financial Statements. On or before September 15, 2023, the The Company shall have has filed all reports, schedules, forms, statements and other documents required to be filed by it with the OTC Markets pursuant to in connection with the listing of its reporting requirements Common Stock on the OTCQB during the 2 years preceding the date hereof (or such shorter period as an Alternative Reporting Standard company the Company was required by the regulations of the OTC Markets) (all of the foregoing filed prior to within the 2 years preceding the date hereof as amended after the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “OTC Markets Documents”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Document prior to the expiration of any such extension (including pursuant to SEC from 12b-25). Upon written request the The Company will deliver has delivered to the Buyer Investor or its representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the OTC Markets Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendmentsdates, the OTC Markets Documents complied in all material respects with the requirements of the OTC Markets Alternative Reporting Standards and the rules and regulations of the OTC Markets promulgated thereunder applicable requirements relating to the OTC Markets Documents, and none of the OTC Markets Documents, at the time they were filedfiled with the OTC Markets during such two-year period, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. None of the statements made in any such OTC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendmentsdates, the financial statements of the Company and its subsidiaries included in the OTC Markets Documents during such two-year period complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the OTC Markets with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the Convertible Debenture thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The No other information provided by or on behalf of the Company to the Investor which is not subject included in the OTC Markets Documents contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the reporting requirements statements therein, in the light of the Securities Exchange Act of 1934 (the “1934 Act”)circumstance under which they are or were made, not misleading.