Common use of Transactions Affecting Disclosure to Nasd Clause in Contracts

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Director/Officer, Special Advisor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholders”) that may affect the Underwriters’ compensation, as determined by the NASD.

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s's, consulting or origination fee by the Company or any Director/Officer, Special Advisor Initial Stockholder with respect to the sale of the Public Securities hereunder or the issuance of the Placement Securities or any other arrangements, agreements or understandings of the Company or, to the Company’s 's knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholders”) Stockholder that may affect the Underwriters’ ' compensation, as determined by the NASD.

Transactions Affecting Disclosure to Nasd. 2.18.1. 2.18.1 Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Director/Officer, Special Advisor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholders”) that may affect the Underwriters’ compensation, as determined by the NASD.

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s's, consulting or origination fee by the Company or any Director/Officer, Special Advisor Initial Stockholder with respect to the sale of the Public Securities hereunder or the issuance of the Placement Securities or the Incentive Securities or any other arrangements, agreements or understandings of the Company or, to the Company’s 's knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholders”) Stockholder that may affect the Underwriters’ ' compensation, as determined by the NASD.. Maxim Group LLC _________________, 2007 Page 16 of 50

Transactions Affecting Disclosure to Nasd. 2.18.1. 2.18.1 Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Director/Officer, Special Advisor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholders”) that may affect the Underwriters’ compensation, as determined by the NASD.

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s's, consulting or origination fee by the Company or any Director/Officer, Special Advisor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s 's knowledge, any stockholders of the Company immediately prior to the Offering (the “"Initial Stockholders”") that may affect the Underwriters’ ' compensation, as determined by the NASD.

Transactions Affecting Disclosure to Nasd. 2.18.1. Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s's, consulting or origination fee by the Company or any Director/Officer, Special Advisor Initial Stockholder with respect to the sale of the Public Securities hereunder or the issuance of the Placement Securities or the Incentive Securities or any other arrangements, agreements or understandings of the Company or, to the Company’s 's knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholders”) Stockholder that may affect the Underwriters’ ' compensation, as determined by the NASD.