General Solicitation. Neither the Company nor, to its knowledge, any person acting on its behalf, has offered or sold any of the securities contemplated in this Agreement by any form of “general solicitation” within the meaning of Regulation D under the 1933Act.

No General Solicitation.Solicitation; No Integrated Offering. Neither the Company nor, toCompany, nor any of its knowledge,affiliates, nor any personPerson acting on its or their behalf, has offered or sold any of the securities contemplatedengaged in this Agreement by any form of “general solicitation” withingeneral solicitation or general advertising (within the meaning of Regulation D under the 1933Act.1933 Act) in connection with the offer or sale of the Securities. Neither the Company, nor or any of its affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the offer and sale of any of the Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of the Securities to be integrated with prior offerings by the Company in a manner that would require shareholder approval pursuant to the rules of the Trading Market on which any of the securities of the Company are listed or designated. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

No General Solicitation. Neither the Company nor, to its knowledge,nor any person actingparticipating on its behalf,the Company's behalf in the transactions contemplated hereby has offered or soldconducted any "general solicitation," as such term is defined in Regulation D promulgated under the Securities Act, with respect to any of the securities contemplated in this Agreement by any form of “general solicitation” within the meaning of Regulation D under the 1933Act.Units being offered hereby.

General Solicitation. NeitherNone of the Company nor, toCompany, any of its knowledge,affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting on its behalf, has offered or sold anybehalf of the securities contemplated in this AgreementCompany or such affiliate will solicit any offer to buy or offer or sell the Placement Securities by means of any form of “general solicitation”general solicitation or general advertising within the meaning of Regulation D under the 1933Act.D, including: # any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and # any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.