Neither the Company, nor any of its affiliates, nor any Person acting on any of their behalf has, directly or indirectly, made any offers or sales of any securities or solicited any offers to buy any securities, under circumstances that would require registration of any of the securities of the Company   under the 1933 Act, whether through integration with prior offerings or otherwise, or cause the Acquisition to require approval of stockholders of the Company for purposes of the 1933 Act or under any applicable stockholder approval provisions. Neither the Company, any of its affiliates nor any Person acting on any of their behalf will take any action or steps that would require registration of any of the securities of the Company under the 1933 Act or cause the offer and sale of the 2,900,000 Shares to the Investor to be integrated with other offerings of securities of the Company.