Common use of SEC Cease-and-Desist Orders Clause in Contracts

SEC Cease-and-Desist Orders. Are you subject to any order of the SEC that was entered within the past five (5) years and currently orders you to cease and desist from committing or causing a future violation of: ☐ any scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for example, but not limited to): ☐ Section 17(a)(1) of the Securities Act of 1933, ☐ Section 10(b) of the Exchange Act and Rule 10b-5, and ☐ Section 15 (c) (1) of the Securities Exchange Act); or ☐ Section 5 of the Securities Act, of 1933, which generally requires that securities be registered and prohibits the sale of unregistered securities. ☐ Yes. If yes, please explain: ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ☐ No.

SEC Cease-and-Desist Orders. Are you subject to any order of the SEC that was entered within the past five (5) years and currently orders you to cease and desist from committing or causing a future violation of: ☐ ● any scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for example, but not limited to): ☐ ● Section 17(a)(1) of the Securities Act of 1933, ☐ ● Section 10(b) of the Exchange Act and Rule 10b-5, and ☐ ● Section 15 (c) (1) of the Securities Exchange Act); or ☐ ● Section 5 of the Securities Act, Act of 1933, which generally requires that securities be registered and prohibits the sale of unregistered securities. ☐ Yes. If yes, please explain: __________________________________________________________ __________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ☐ No.

SEC Cease-and-Desist Orders. Are you subject to any order of the SEC that was entered within the past five (5) years and currently orders you to cease and desist from committing or causing a future violation of: ☐ any scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for example, but not limited to): ☐ Section 17(a)(1) of the Securities Act of 1933, ☐ Section 10(b) of the Exchange Act and Rule 10b-5, and ☐ Section 15 (c) (1) of the Securities Exchange Act); or ☐ Section 5 of the Securities Act, of 1933, which generally requires that securities be registered and prohibits the sale of unregistered securities. ☐ ☐Yes. If yes, please explain: ☐No. ☐Yes. If yes, please explain: _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ ☐ ☐No.

SEC Cease-and-Desist Orders. Are you subject to any order of the SEC that was entered within the past five (5) years and currently orders you to cease and desist from committing or causing a future violation of: ☐ any scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for example, but not limited to): ☐ Section 17(a)(1) of the Securities Act of 1933, ☐ Section 10(b) of the Exchange Act and Rule 10b-5, and ☐ Section 15 (c) (1) of the Securities Exchange Act); or ☐ Section 5 of the Securities Act, of 1933, which generally requires that securities be registered and prohibits the sale of unregistered securities. ☐ Yes. If yes, please explain: _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ ☐ No.

SEC Cease-and-Desist Orders. Are you subject to any order of the SEC that was entered within the past five (5) years and currently orders you to cease and desist from committing or causing a future violation of: ☐ any scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for example, but not limited to): ☐ Section 17(a)(1) of the Securities Act of 1933, ☐ Section 10(b) of the Exchange Act and Rule 10b-5, and ☐ Section 15 (c) (1) of the Securities Exchange Act); or ☐ Section 5 of the Securities Act, of 1933, which generally requires that securities be registered and prohibits the sale of unregistered securities. ☐ Yes. If yes, please explain: ______________________________________________________________________ _______________ ____________________________________________________________________________________ _____________________________________________________________________________________________ ☐ No.

SEC Cease-and-Desist Orders. Are you subject to any order of the SEC that was entered within the past five (5) years and currently orders you to cease and desist from committing or causing a future violation of: ☐ any scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for example, but not limited to): ☐ Section 17(a)(1) of the Securities Act of 1933, ☐ Section 10(b) of the Exchange Act and Rule 10b-5, and ☐ Section 15 (c) (1) of the Securities Exchange Act); or ☐ Section 5 of the Securities Act, of 1933, which generally requires that securities be registered and prohibits the sale of unregistered securities. ☐ ☐Yes. If yes, please explain: _____________________________________________________________________________________________ _____________________________________________________________________________________________ _____________________________________________________________________________________________ ☐ ☐No.

SEC Cease-and-Desist Orders. Are you subject to any order of the SEC that was entered within the past five (5) years and currently orders you to cease and desist from committing or causing a future violation of: ☐ ¨ any scienter-based (intent-based) anti-fraud provision of the federal securities laws (including, for example, but not limited to): ☐ ¨ Section 17(a)(1) of the Securities Act of 1933, ☐ ¨ Section 10(b) of the Exchange Act and Rule 10b-5, and ☐ ¨ Section 15 (c) (1) of the Securities Exchange Act); or ☐ ¨ Section 5 of the Securities Act, of 1933, which generally requires that securities be registered and prohibits the sale of unregistered securities. ☐ Yes¨Yes. If yes, please explain: ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ☐ ¨ No.