As of the date hereof, the conduct of the business of the Company complies (and has complied) in all material respects with all applicable Law.  The Company has not received notice of any alleged violation of applicable Law from any Governmental Entity.  The Company shall comply with all applicable securities laws with respect to the sale of the shares of Common Stock, and, if applicable, any shares of Preferred Stock, including, but not limited to, the filing of all reports required to be filed in connection therewith with the SEC or any other regulatory authority.