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(vii)
any material labor difficulties or labor union organizing activities with respect to employees of the Company;
(viii)
any material transaction entered into by the Company other than in the ordinary course of business;
(ix)
the loss of the services of any key employee, or material change in the composition or duties of the senior management of
the Company;
(x)
the loss or threatened loss of any customer which has had or could reasonably be expected to have a Material Adverse Effect;
or
(xi)
any other event or condition of any character that has had or could reasonably be expected to have a Material Adverse Effect.
4.9 SEC Filings.
At the time of filing thereof, the SEC Filings complied as to form in all material respects with the requirements of the 1934 Act
and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading.
4.10 No Conflict,
Breach, Violation or Default. The execution, delivery and performance of the Transaction Documents by the Company and the issuance
and sale of the Securities will not conflict with or result in a breach or violation of any of the terms and provisions of, or
constitute a default under (i) the Company’s Certificate of Incorporation or the Company’s Bylaws, both as in effect
on the date hereof (true and complete copies of which have been made available to the Investors through the EDGAR system), or (ii)(a)
any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction
over the Company or its assets or properties, or (b) any agreement or instrument to which the Company is a party or by which the
Company is bound or to which any of its assets or properties is subject.
4.11 Tax Matters.
Except as described in the SEC Filings: the Company has timely prepared and filed all tax returns required to have been filed by
the Company with all appropriate governmental agencies and timely paid all taxes shown thereon or otherwise owed by it; the charges,
accruals and reserves on the books of the Company in respect of taxes for all fiscal periods are adequate in all material respects,
and there are no material unpaid assessments against the Company nor, to the Company’s Knowledge, any basis for the assessment
of any additional taxes, penalties or interest for any fiscal period or audits by any federal, state or local taxing authority
except for any assessment which is not material to the Company, taken as a whole; all taxes and other assessments and levies that
the Company is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper governmental
entity or third party when due; and there are no tax liens or claims pending or, to the Company’s Knowledge, threatened against
the Company or any of its assets or property. There are no outstanding tax sharing agreements or other such arrangements between
the Company and any other corporation or entity.
4.12 Title to
Properties. Except as disclosed in the SEC Filings, the Company and has good and marketable title to all real properties
and all other properties and assets owned by it, in each case free from liens, encumbrances and defects that would materially
affect the value thereof or materially interfere with the use made or currently planned to be made thereof by them; and
except as disclosed in the SEC Filings, the Company holds any leased real or personal property under valid and enforceable
leases with no exceptions that would materially interfere with the use made or currently planned to be made thereof by
them.
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