FINRA Matters. All of the information provided to the Agent or the Forward Purchaser, or to counsel for the Agent and the Forward Purchaser, by the Company in connection with the offering of the Shares is true, correct and compliant in all material respects with FINRA rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true and correct.

FINRA Amendments. Notwithstanding anything herein to the contrary, in the event that Wainwright determines that any of the terms provided for hereunder shall not comply with a FINRA rule, including but not limited to FINRA Rule 5110, then the Company shall agree to amend this Agreement (or include such revisions in the final underwriting agreement) in writing upon the request of Wainwright to comply with any such rules; provided that any such amendments shall not provide for terms that are less favorable to the Company than are reflected in this Agreement.

FINRA Filings. Be primarily responsible for any necessary Rule 5110 FINRA filings regarding compensation arrangements of the MB by reason of the Offering; and

No Association with FINRA. Neither the Selling Stockholder nor any of its affiliates directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with any member firm of FINRA or is a person associated with a member (within the meaning of the FINRA By-Laws) of FINRA.

No SEC or FINRA Inquiries. To the Knowledge of the Company, neither the Company nor any of its present officers or directors is the subject of any formal or informal inquiry or investigation by the SEC or FINRA.

Sales and advertising FINRA filing fees are Issuer Costs as defined pursuant to FINRA Rule 2310(b)(4)(C) and are not considered part of the Distributor’s underwriting compensation.

Name of FINRA Member Firm

Transactions Affecting Disclosure to FINRA.

$6,000 sales & advertising FINRA filing fees

“FINRA” means the United States Financial Industry Regulatory Authority.

7.14FINRA Notice of Corporate Action. In connection with the Closing under this Agreement, the Company shall timely file with FINRA an OTC Equity Issuer Notification and any other required notice and filing pursuant to FINRA Rule 6490 and Exchange Act Rule 10b-

​If Subscriber is a Registered Representative with an FINRA member

notice required by Rule 3040 of the FINRA Conduct Rules.

is an “institutional account” as defined in FINRA Rule 4512(c);

firm or an affiliated person of an FINRA member firm, have the

Are you affiliated or associated with a FINRA member firm (please check one)?

secure authorization of the Financial Industry Regulatory Authority (“FINRA”) and quotation for such Registered

Registered Broker-Dealer. MP Securities is a broker-dealer registered with the Securities and Exchange Commission under the 1934 Act , is a member in good standing of FINRA, and

Use of Proceeds. None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates, except as specifically authorized herein.