Common use of Transactions Affecting Disclosure to Nasd Clause in Contracts

Transactions Affecting Disclosure to Nasd. 2.18.1 Except as described in the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Director/Officer, Special Advisor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholders”) that may affect the Underwriters’ compensation, as determined by the NASD. 2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maxim. 2.18.3 No officer, director, or beneficial owner of any class of the Company’s securities, including, without limitation, holders of securities purchased in the Private Placement, whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived (any such individual or entity, a “Company Affiliate”), is a member, a person associated, or affiliated with a member of the NASD. 2.18.4 No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6 No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreement. 2.18.7 Except with respect to Maxim, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8 No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10 Except with respect to Maxim in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Nasd. 2.18.1 2.18.1. Except as described in the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s's, consulting or origination fee by the Company or any Director/Officer, Special Advisor Initial Stockholder with respect to the sale of the Public Securities hereunder or the issuance of the Placement Securities or the Incentive Securities or any other arrangements, agreements or understandings of the Company or, to the Company’s 's knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholders”) Stockholder that may affect the Underwriters’ ' compensation, as determined by the NASD. 2.18.2 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s 's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maximthe Underwriters in connection with the Offering. 2.18.3 2.18.3. No officer, director, or beneficial owner of any class of the Company’s securities, including, without limitation, holders of 's securities purchased in the Private Placement, (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived derived) (any such individual or entity, a “Company Affiliate”), "COMPANY AFFILIATE") is a member, member or a person associated, associated or affiliated with a member of the NASD. 2.18.4 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation) ), the Incentive Securities or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreementcontemplated herein. 2.18.7 2.18.7. Except to the Representative in connection with respect to Maximthe Offering, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8 No 2.18.8. Except to the Representative in connection with the Offering, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “"conflict of interest” " exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s 's outstanding subordinated debt or common equity, or 10% or more of the Company’s 's preferred equity. “"Members participating in the Offering” " include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10 2.18.10. Except with respect to Maxim the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons.

Transactions Affecting Disclosure to Nasd. 2.18.1 2.18.1. Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s's, consulting or origination fee by the Company or any Director/Officer, Special Advisor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s 's knowledge, any stockholders of the Company immediately prior to the Offering (the “"Initial Stockholders”") that may affect the Underwriters’ ' compensation, as determined by the NASD. 2.18.2 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s 's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments the payment of $__________ to Maxim. 2.18.3 2.18.3. No officer, director, or beneficial owner of any class of the Company’s 's securities, including, without limitation, holders of securities purchased in the Private Placement, whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived (any such individual or entity, a “"Company Affiliate”"), is a member, a person associated, or affiliated with a member of the NASD. 2.18.4 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities Warrants will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreementherein. 2.18.7 2.18.7. Except with respect to Maximthe Representative, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8 2.18.8. No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “"conflict of interest” " exists when a member of the NASD and its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s 's outstanding subordinated debt or common equity, or 10% or more of the Company’s 's preferred equity. “"Members participating in the Offering” " include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10 2.18.10. Except with respect to Maxim the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and any related persons.

Transactions Affecting Disclosure to Nasd. 2.18.1 2.18.1. Except as described in the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s's, consulting or origination fee by the Company or any Director/Officer, Special Advisor Initial Stockholder with respect to the sale of the Public Securities hereunder or the issuance of the Placement Securities or the Incentive Securities or any other arrangements, agreements or understandings of the Company or, to the Company’s 's knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholders”) Stockholder that may affect the Underwriters’ ' compensation, as determined by the NASD.. Maxim Group LLC _________________, 2007 Page 16 of 50 2.18.2 2.18.2. The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s 's fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments to Maximthe Underwriters in connection with the Offering. 2.18.3 2.18.3. No officer, director, or beneficial owner of any class of the Company’s securities, including, without limitation, holders of 's securities purchased in the Private Placement, (whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived derived) (any such individual or entity, a “Company "COMPANY Affiliate”), ") is a member, member or a person associated, associated or affiliated with a member of the NASD. 2.18.4 2.18.4. No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5 2.18.5. No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6 2.18.6. No proceeds from the sale of the Public Securities (excluding underwriting compensation) ), the Incentive Securities or the Placement Securities will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreementcontemplated herein. 2.18.7 2.18.7. Except to the Representative in connection with respect to Maximthe Offering, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8 No 2.18.8. Except to the Representative in connection with the Offering, no person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9 2.18.9. No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “"conflict of interest” " exists when a member of the NASD and and/or its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s 's outstanding subordinated debt or common equity, or 10% or more of the Company’s 's preferred equity. “"Members participating in the Offering” " include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10 2.18.10. Except with respect to Maxim the Representative in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and and/or any related persons. Maxim Group LLC _________________, 2007 Page 17 of 50 2.18.11. Neither the Company nor any officer or director of the Company has engaged any third party (including any NASD member) to assist the Company in its search for a merger or acquisition candidate or to provide any other merger and acquisition services to the Company.

Transactions Affecting Disclosure to Nasd. 2.18.1 Except as described in the Registration Statement, the Sale Preliminary Prospectus and the Prospectus, there are no claims, payments, arrangements, agreements or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Director/Officer, Special Advisor with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the Company’s knowledge, any stockholders of the Company immediately prior to the Offering (the “Initial Stockholders”) that may affect the Underwriters’ compensation, as determined by the NASD. 2.18.2 The Company has not made any direct or indirect payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to any NASD member; or (iii) any person or entity that has any direct or indirect affiliation or association with any NASD member, within the twelve months prior to the Effective Date, other than payments the payment of $25,000 to Maxim. 2.18.3 No officer, director, or beneficial owner of any class of the Company’s securities, including, without limitation, holders of securities purchased in the Private Placement, whether debt or equity, registered or unregistered, regardless of the time acquired or the source from which derived (any such individual or entity, a “Company Affiliate”), is a member, a person associated, or affiliated with a member of the NASD. 2.18.4 No Company Affiliate is an owner of stock or other securities of any member of the NASD (other than securities purchased on the open market). 2.18.5 No Company Affiliate has made a subordinated loan to any member of the NASD. 2.18.6 No proceeds from the sale of the Public Securities (excluding underwriting compensation) or the Placement Securities Warrants will be paid to any NASD member, or any persons associated or affiliated with a member of the NASD, except as specifically authorized herein and in the Subscription Agreement. 2.18.7 Except with respect to Maximthe Representatives, the Company has not issued any warrants or other securities, or granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or a related person (as defined by NASD rules) of such an underwriter within the 180-day period prior to the initial filing date of the Registration Statement. 2.18.8 No person to whom securities of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement has any relationship or affiliation or association with any member of the NASD. 2.18.9 No NASD member intending to participate in the Offering has a conflict of interest with the Company. For this purpose, a “conflict of interest” exists when a member of the NASD and its associated persons, parent or affiliates in the aggregate beneficially own 10% or more of the Company’s outstanding subordinated debt or common equity, or 10% or more of the Company’s preferred equity. “Members participating in the Offering” include managing agents, syndicate group members and all dealers which are members of the NASD. 2.18.10 Except with respect to Maxim the Representatives in connection with the Offering, the Company has not entered into any agreement or arrangement (including, without limitation, any consulting agreement or any other type of agreement) during the 180-day period prior to the initial filing date of the Registration Statement, which arrangement or agreement provides for the receipt of any item of value and/or the transfer or issuance of any warrants, options, or other securities from the Company to an NASD member, any person associated with a member (as defined by NASD rules), any potential underwriters in the Offering and any related persons.