The business and operations of Steampunk have been and are being conducted materially in accordance with all applicable Laws and Orders. Steampunk has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any applicable Law or Order by or affecting Steampunk and, to the Knowledge of Steampunk, no proceeding involving an allegation of violation of any applicable Law or Order is threatened or contemplated. To the Knowledge of Steampunk, it has complied with all federal and state securities laws in connection with the offer, sale and distribution of its securities. At the time that Steampunk sold the Shares to the Sellers, Steampunk was entitled to use the exemptions provided by the Securities Act of 1933 (the “ Securities Act ”) relative to the sale of its shares.