Page 24 of 67 SEC Filing
4.20 Brokers and Finders.
No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim
against or upon the Company or the Investors for any commission, fee or other compensation pursuant to any agreement, arrangement
or understanding entered into by or on behalf of the Company.
4.21 No Directed Selling
Efforts or General Solicitation. Neither the Company nor any Person acting on its behalf has conducted any general solicitation
or general advertising (as those terms are used in Regulation D) in connection with the offer or sale of any of the Securities.
4.22 No Integrated
Offering. The Company nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly,
made any offers or sales of any Company security or solicited any offers to buy any security, under circumstances that would adversely
affect reliance by the Company on Section 4(2) for the exemption from registration for the transactions contemplated hereby or
would require registration of the Securities under the 1933 Act.
4.23 Private Placement.
The offer and sale of the Securities to the Investors as contemplated hereby is exempt from the registration requirements of the
1933 Act.
4.24 Questionable
Payments. The Company is not, nor, to the Company’s Knowledge, any of its respective current or former stockholders,
directors, officers, employees, agents or other Persons acting on behalf of the Company, has on behalf of the Company or in connection
with its business: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating
to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate
funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or
fictitious entries on the books and records of the Company; or (e) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment of any nature.
4.25 Transactions
with Affiliates. Except as disclosed in the SEC Filings, none of the officers or directors of the Company and, to the Company’s
Knowledge, none of the employees of the Company is presently a party to any transaction with the Company (other than as holders
of stock options and/or warrants, and for services as employees, officers and directors), including any contract, agreement or
other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from,
or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity
in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.
4.26 Internal Controls.
Except as described in the SEC Filings: the Company is in material compliance with the provisions of the Sarbanes-Oxley Act
of 2002 currently applicable to the Company; the Company maintains a system of internal accounting controls sufficient to provide
reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations,
(ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain
asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization,
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences; and, the Company has established disclosure controls and procedures (as defined in 1934
Act Rules 13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to ensure that material information
relating to the Company is made known to the certifying officers by others within those entities, particularly during the period
in which the Company’s most recently filed period report under the 1934 Act, as the case may be, is being prepared. The
Company maintains a standard system of accounting established and administered in accordance with GAAP and the applicable requirements
of the 1934 Act.
| 11 |
