Common use of Supplements Clause in Contracts

Supplements. In the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder will not be able to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the SEC. Regulation M We have informed the Selling Stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934 with respect to any purchase or sale of our Common Stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our Common Stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and after completion of its participation in the distribution. During any distribution period, Regulation M prohibits the Selling Stockholder and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our Common Stock except for the purpose of preventing or retarding a decline in the open market price of the Common Stock. None of these persons may affect any stabilizing transaction to facilitate any offering at the market. We have also advised the Selling Stockholders that they should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of Common Stock by the Selling Stockholder, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the Selling Stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock while the Selling Stockholder is distributing shares covered by this prospectus. Regulation M may prohibit the Selling Stockholder from covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so under the Agreement. We have advised the Selling Stockholders that they should consult with their own legal counsel to ensure compliance with Regulation M.

Supplements. In the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder selling stockholders will not be able to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the SEC. Regulation M We have informed the Selling Stockholder Stockholders that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934 may be applicable to them with respect to any purchase or sale of our Common StockOrdinary Shares. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our Common Stock Ordinary Shares from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and after completion of its participation in the distribution. During any distribution period, Regulation M prohibits the Selling Stockholder Stockholders and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our Common Stock Ordinary Shares except for the purpose of preventing or retarding a decline in the open market price of the Common StockOrdinary Shares. None of these persons may affect any stabilizing transaction to facilitate any offering at the market. We have also advised the Selling Stockholders that they should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of Common Stock Ordinary Shares by the Selling StockholderStockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the Selling Stockholder Stockholders or its their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock Ordinary Shares while the such Selling Stockholder is Stockholders are distributing shares covered by this prospectus. Regulation M may prohibit the Selling Stockholder Stockholders from covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so under the Agreement. We have advised the Selling Stockholders that they should consult with their own legal counsel to ensure compliance with Regulation M.

Supplements. In the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder selling stockholders will not be able to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the SEC. Regulation M We have informed the Selling Stockholder Stockholders that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934 may be applicable to them with respect to any purchase or sale of our Common Stockcommon stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our Common Stock common stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and after completion of its participation in the distribution. During any distribution period, Regulation M prohibits the Selling Stockholder Stockholders and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our Common Stock common stock except for the purpose of preventing or retarding a decline in the open market price of the Common Stockcommon stock. None of these persons may affect effect any stabilizing transaction to facilitate any offering at the market. We have also advised the Selling Stockholders that they should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of Common Stock shares of common stock by the Selling StockholderStockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the Selling Stockholder Stockholders or its their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock common stock while the such Selling Stockholder is Stockholders are distributing shares covered by this prospectus. Regulation M may prohibit the Selling Stockholder Stockholders from covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so under the Agreement. We have advised the Selling Stockholders that they should consult with their own legal counsel to ensure compliance with Regulation M.

Supplements. In the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder will not be able to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the SEC. Regulation M We have informed the Selling Stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934 with respect to any purchase or sale of our Common StockShares. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our Common Stock Shares from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and after completion of its participation in the distribution. During any distribution period, Regulation M prohibits the Selling Stockholder and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our Common Stock Shares except for the purpose of preventing or retarding a decline in the open market price of the Common StockShares. None of these persons may affect any stabilizing transaction to facilitate any offering at the market. We have also advised the Selling Stockholders that they should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of Common Stock Shares by the Selling Stockholder, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the Selling Stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock Shares while the Selling Stockholder is distributing shares covered by this prospectus. Regulation M may prohibit the Selling Stockholder from covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so under the Agreement. We have advised the Selling Stockholders that they should consult with their own legal counsel to ensure compliance with Regulation M.M. EXHIBIT D FORM OF OPINION

Supplements. In the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder will not be able to effect transactions in the resale shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the SEC. Regulation M We have informed the Selling Stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934 with respect to any purchase or sale of our Common Stockcommon stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our Common Stock common stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the resale shares or any right to purchase the resale shares, for a period of one business trading day before and after completion of its participation in the distribution. During any distribution period, Regulation M prohibits the Selling Stockholder and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our Common Stock common stock except for the purpose of preventing or retarding a decline in the open market price of the Common Stockcommon stock. None of these persons may affect any stabilizing transaction to facilitate any offering at the market. We have also advised the Selling Stockholders Stockholder that they it should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of Common Stock common stock by the Selling Stockholder, and that there are restrictions on market-making activities by persons engaged in the distribution of the resale shares. Under Regulation M, the Selling Stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock common stock while the Selling Stockholder is distributing shares covered by this prospectusresale shares. Regulation M may prohibit the Selling Stockholder from covering short sales by purchasing resale shares while the distribution is taking place, despite any contractual rights to do so under our agreement with the AgreementSelling Stockholder. We have advised the Selling Stockholders Stockholder that they it should consult with their its own legal counsel to ensure compliance with Regulation M.

Supplements. In the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder will not be able to effect transactions in the resale shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the SEC. Regulation M We have informed the Selling Stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934 with respect to any purchase or sale of our Common Stockcommon stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our Common Stock common stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the resale shares or any right to purchase the resale shares, for a period of one business trading day before and after completion of its participation in the distribution. During any distribution period, Regulation M prohibits the Selling Stockholder and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our Common Stock common stock except for the purpose of preventing or retarding a decline in the open market price of the Common Stockcommon stock. None of these persons may affect any stabilizing transaction to facilitate any offering at the market. We have also advised the Selling Stockholders Stockholder that they it should be aware that the anti-manipulation anti‑manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of Common Stock common stock by the Selling Stockholder, and that there are restrictions on market-making activities by persons engaged in the distribution of the resale shares. Under Regulation M, the Selling Stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock common stock while the Selling Stockholder is distributing shares covered by this prospectusresale shares. Regulation M may prohibit the Selling Stockholder from covering short sales by purchasing resale shares while the distribution is taking place, despite any contractual rights to do so under our agreement with the AgreementSelling Stockholder. We have advised the Selling Stockholders Stockholder that they it should consult with their its own legal counsel to ensure compliance with Regulation M.

Supplements. In the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder will not be able to effect transactions in the resale shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the SEC. Regulation M We have informed the Selling Stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934 with respect to any purchase or sale of our Common Stockcommon stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our Common Stock common stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the resale shares or any right to purchase the resale shares, for a period of one business trading day before and after completion of its participation in the distribution. Please deliver this Advance Notice by email with a follow up phone call to: Email: Txxxxxx@xxxxxxxxxxxxxxxxx.xxx Attention: Trading Department Confirmation Telephone Number: (000) 000-0000. During any distribution period, Regulation M prohibits the Selling Stockholder and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our Common Stock common stock except for the purpose of preventing or retarding a decline in the open market price of the Common Stockcommon stock. None of these persons may affect any stabilizing transaction to facilitate any offering at the market. We have also advised the Selling Stockholders Stockholder that they it should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of Common Stock common stock by the Selling Stockholder, and that there are restrictions on market-making activities by persons engaged in the distribution of the resale shares. Under Regulation M, the Selling Stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock common stock while the Selling Stockholder is distributing shares covered by this prospectusresale shares. Regulation M may prohibit the Selling Stockholder from covering short sales by purchasing resale shares while the distribution is taking place, despite any contractual rights to do so under our agreement with the AgreementSelling Stockholder. We have advised the Selling Stockholders Stockholder that they it should consult with their its own legal counsel to ensure compliance with Regulation M.M. Please deliver this Advance Notice by email with a follow up phone call to: Email: Txxxxxx@xxxxxxxxxxxxxxxxx.xxx Attention: Trading Department Confirmation Telephone Number: (000) 000-0000.

Supplements. In the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder will not be able to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the SEC. Regulation M We have informed the Selling Stockholder that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934 with respect to any purchase or sale of our Common StockOrdinary Shares. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our Common Stock Ordinary Shares from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and after completion of its participation in the distribution. During any distribution period, Regulation M prohibits the Selling Stockholder and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our Common Stock Ordinary Shares except for the purpose of preventing or retarding a decline in the open market price of the Common StockOrdinary Shares. None of these persons may affect any stabilizing transaction to facilitate any offering at the market. We have also advised the Selling Stockholders that they should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of Common Stock Ordinary Shares by the Selling Stockholder, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the Selling Stockholder or its agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock Ordinary Shares while the Selling Stockholder is distributing shares covered by this prospectus. Regulation M may prohibit the Selling Stockholder from covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so under the Agreement. We have advised the Selling Stockholders that they should consult with their own legal counsel to ensure compliance with Regulation M.

Supplements. In the event of a material change in the plan of distribution disclosed in this prospectus, the Selling Stockholder selling stockholders will not be able to effect transactions in the shares pursuant to this prospectus until such time as a post-effective amendment to the registration statement is filed with, and declared effective by, the SEC. Regulation M We have informed the Selling Stockholder Stockholders that it is required to comply with Regulation M promulgated under the Securities Exchange Act of 1934 may be applicable to them with respect to any purchase or sale of our Common Stockcommon stock. In general, Rule 102 under Regulation M prohibits any person connected with a distribution of our Common Stock common stock from directly or indirectly bidding for, or purchasing for any account in which it has a beneficial interest, any of the shares or any right to purchase the shares, for a period of one business day before and after completion of its participation in the distribution. During any distribution period, Regulation M prohibits the Selling Stockholder Stockholders and any other persons engaged in the distribution from engaging in any stabilizing bid or purchasing our Common Stock common stock except for the purpose of preventing or retarding a decline in the open market price of the Common Stockcommon stock. None of these persons may affect any stabilizing transaction to facilitate any offering at the market. We have also advised the Selling Stockholders that they should be aware that the anti-manipulation provisions of Regulation M under the Exchange Act will apply to purchases and sales of Common Stock shares of common stock by the Selling StockholderStockholders, and that there are restrictions on market-making activities by persons engaged in the distribution of the shares. Under Regulation M, the Selling Stockholder Stockholders or its their agents may not bid for, purchase, or attempt to induce any person to bid for or purchase, shares of our Common Stock common stock while the such Selling Stockholder is Stockholders are distributing shares covered by this prospectus. Regulation M may prohibit the Selling Stockholder Stockholders from covering short sales by purchasing shares while the distribution is taking place, despite any contractual rights to do so under the Agreement. We have advised the Selling Stockholders that they should consult with their own legal counsel to ensure compliance with Regulation M.M. EXHIBIT E PLEDGE AND ESCROW AGREEMENT EXHIBIT F FORM OF EIGHT PERCENT (8%) DEBENTURE