Exhibit
1.1
2,250,000 Shares
Common Stock
($0.001 par value per
share)
NORTHERN
OIL AND GAS, INC.
PLACEMENT AGENCY AGREEMENT
June 24, 2009
C. K. COOPER & COMPANY, INC.
18300 Von Karman Avenue, Suite 700
Irvine, California 92612
Ladies and Gentlemen:
Northern Oil and Gas, Inc., a Nevada
corporation (the “ Company ”), proposes, subject
to the terms and conditions stated herein, to issue and sell to
certain investors (collectively, the “ Investors
”) up to an aggregate of 2,250,000 shares (the “
Shares ”) of the Company’s common stock, par
value $0.001 per share (the “ Common Stock ”).
The Company desires to engage C. K. Cooper & Company, Inc. as
its exclusive placement agent (the “ Placement Agent
”) in connection with the issuance and sale of the Shares.
The Shares are described more fully in the Prospectus that is
referred to below.
The Company confirms its agreements
with the Placement Agent as follows:
1.
Agreement to Act as Placement Agent.
(a) On
the basis of the representations, warranties and agreements of the
Company herein contained and subject to all of the terms and
conditions of this Agreement, the Company engages the Placement
Agent to act as its exclusive placement agent in connection with
the issuance and sale of the Shares and the Placement Agent hereby
agrees, as an agent of the Company, to use its commercially
reasonable efforts to solicit offers to purchase the Shares upon
the terms and conditions set forth in the Prospectus (as defined
below). Prior to the earlier of (i) the date on which this
Agreement is terminated and (ii) the Closing Date (as defined
below), the Company shall not, without the prior consent of the
Placement Agent, solicit or accept offers to purchase Common Stock
(other than pursuant to the exercise of options or warrants to
purchase shares of Common Stock that are outstanding as of the date
hereof) otherwise than through the Placement Agent in accordance
herewith. In connection with its commercially reasonable efforts to
solicit offers to purchase the Shares, the Placement Agent shall
only communicate information regarding the Company to potential
purchasers of the Shares that is consistent with the information
contained in the Prospectus.
(b) As
compensation for the services rendered hereunder, on the Closing
Date (as defined below), the Company shall pay to the Placement
Agent, by wire transfer of immediately available U.S. funds payable
to the order of the Placement Agent, to an account or accounts
designated by the Placement Agent, an amount equal to 4.75% of the
aggregate gross proceeds received by the Company from the sale of
the Shares (the “ Fee ”). The Placement Agent
may, in its discretion, retain other brokers or dealers to act as
sub-agents on the Placement Agent’s behalf in connection with
the offering of the Shares, provided that the Company shall not be
obligated to pay any additional amounts to the Placement Agent or
any such sub-agent with respect thereto.
(c) This
Agreement shall not give rise to a commitment by the Placement
Agent or any of its Affiliates to underwrite or purchase any of the
Shares or otherwise provide any financing, and the Placement Agent
shall not have the authority to bind the Company in respect of the
sale of any Shares. The Company shall have the sole right to accept
offers to purchase the Shares and may reject any such offer in
whole or in part. The Placement Agent shall have the right, in its
discretion reasonably exercised after consultation with the
Company, to reject any offer to purchase Shares received by it, in
whole or in part, and any such rejection shall not be deemed a
breach of its agreement contained herein. The sale of the Shares
shall be made pursuant to a stock purchase agreement in
substantially the form attached hereto as Exhibit A (the
“ Purchase Agreement ”).
2.
Delivery and Payment. Subject to the terms and conditions
hereof, delivery of the Shares shall be made by the Company to the
Investors, and payment of the purchase price shall be made by the
Investors, in accordance with the Purchase Agreement.
3.
Representations and Warranties of the Company. The Company
represents, warrants and covenants to the Placement Agent
that:
(a) The
Company meets the requirements for use of Form S-3 under the
Securities Act of 1933, as amended (the “ 1933 Act
”) for a primary offering. A Registration Statement on
Form S-3 (Registration No. 333-158320) with respect to
the Shares, including a base prospectus (the “ Base
Prospectus ”), and such amendments to such registration
statement as may have been required prior to the date of this
Agreement, has been carefully prepared by the Company pursuant to
and in conformity with the requirements of the 1933 Act, and the
rules and regulations thereunder (the “ Rules and
Regulations ”) of the Securities and Exchange Commission
(the “ SEC ”) and has been filed with the SEC
under the 1933 Act. Such registration statement has been declared
effective by the SEC. Copies of such registration statement,
including any amendments thereto, each related preliminary
prospectus (meeting the requirements of Rule 430, 430A or 430B
of the Rules and Regulations) contained therein, and the exhibits,
financial statements and schedules thereto have heretofore been
delivered by the Company to the Placement Agent. A final prospectus
supplement containing information permitted to be omitted at the
time of effectiveness by Rule 430A or 430B of the Rules and
Regulations will be filed promptly by the Company with the SEC in
accordance with Rule 424(b) of the Rules and Regulations. The
term “ Registration Statement ” as used herein
means the registration statement as amended at the time it became
effective by the SEC under the 1933 Act (the “ Effective
Date ”), including financial statements, all exhibits and
all documents incorporated by reference therein and, if applicable,
the information deemed to be included by Rule 430A or 430B of
the Rules and Regulations. If an abbreviated registration statement
is prepared and filed with the SEC in accordance with
Rule 462(b) under the 1933 Act (an “ Abbreviated
Registration Statement ”), the term “
Registration Statement ” as used in this Agreement
includes the Abbreviated Registration Statement. The term “
Prospectus ” as used herein means, together with the
Base Prospectus, the final prospectus supplement as first filed
with the SEC pursuant to Rule 424(b) of the Rules and
Regulations, including the documents incorporated by reference
therein. The Prospectus delivered to the Placement Agent for use in
connection with the offering of the Shares has been and will be
identical to the version thereof transmitted to the SEC for filing
via the Electronic Data Gathering Analysis and Retrieval System,
except to the extent permitted by Regulation S-T. For purposes
of this Agreement, the words “amend,”
“amendment,” “amended,”
“supplement” or “supplemented” with respect
to the Registration Statement or the Prospectus shall mean
amendments or supplements to the Registration Statement or the
Prospectus, as the case may be, as well as documents filed after
the date of this Agreement and prior to the completion of the
distribution of the Shares and incorporated by reference therein as
described above.
(b) Neither
the SEC nor any state or other jurisdiction or other regulatory
body has issued, and neither is, to the knowledge of the Company,
threatening to issue, any stop order under the 1933 Act or other
order suspending the effectiveness of the Registration Statement
(as amended or supplemented) or preventing or suspending the use of
the Prospectus or suspending the qualification or registration of
the Shares for offering or sale in any jurisdiction nor instituted
or, to the knowledge of the Company, threatened to institute
proceedings for any such purpose. The Registration Statement at the
Effective Date and as of 9:00 a.m., New York City time, on the date
hereof (the “ Initial Time of Sale ”), and the
Prospectus and any amendments or supplements thereto or to the
Registration Statement when they are filed with the SEC or become
effective, as the case may be, contain or will contain, as the case
may be, all statements that are required to be stated therein by,
and in all material respects conform or will conform, as the case
may be, to the requirements of, the 1933 Act and the Rules and
Regulations. Neither the Registration Statement nor any amendment
thereto, as of the applicable effective date, contains or will
contain, as the case may be, any untrue statement of a material
fact or omits or will omit to state any material fact required to
be stated therein or necessary to make the statements therein, not
misleading. Neither the Prospectus nor any supplement thereto
contains, as of the date thereof, or will contain, as the case may
be, any untrue statement of a material fact or omits or will omit
to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
Notwithstanding the foregoing, the Company makes no representation
or warranty as to information contained in or omitted from the
Registration Statement or the Prospectus, or any such amendment or
supplement, in reliance upon, and in conformity with, written
information furnished to the Company relating to the Placement
Agent by or on behalf of the Placement Agent expressly for use in
the preparation thereof (as provided in Section 12 hereof).
The documents incorporated by reference in the Prospectus at the
time they were filed with the SEC, complied in all material
respects with the requirements of the Securities Exchange Act of
1934, as amended (the “ 1934 Act ”), and the
rules and regulations adopted by the SEC thereunder (the “
1934 Act Rules and Regulations ”). Any future
documents incorporated by reference so filed, when they are filed,
will comply in all material respects with the requirements of the
1934 Act and the 1934 Act Rules and Regulations; no such
incorporated document contained or will contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading; and, when read together and with the other
information in the Prospectus, at the time the Registration
Statement became effective, at the Initial Time of Sale and at the
Closing Date, each document incorporated by reference into the
Registration Statement did not or will not, as the case may be,
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make
the statements therein not misleading.
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(c) The
Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Nevada,
with full power and authority (corporate and otherwise) to own its
properties and conduct its business as described in the Prospectus,
and has been duly qualified as a foreign corporation for the
transaction of business and is in good standing under the laws of
each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, except
where the failure to be so qualified or in good standing would not
result in a Material Adverse Effect (as defined below).
(d) The
Company has the full corporate power and authority to enter into
and to consummate the transactions contemplated by each of the
Transaction Documents (as defined below) and otherwise to carry out
its obligations hereunder and thereunder. The execution and
delivery of each of the Transaction Documents by the Company and
the consummation by it of the transactions contemplated hereby and
thereby have been duly authorized by all necessary action on the
part of the Company and no further consent or action is required by
the Company, its Board of Directors or its shareholders. Each of
the Transaction Documents has been (or upon delivery will be) duly
executed by the Company and is, or when delivered in accordance
with the terms hereof, will constitute, the valid and binding
obligation of the Company enforceable against the Company in
accordance with its terms, except as such enforceability may be
limited by applicable (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws in effect which
affect creditors’ rights generally, or (ii) laws relating to
the availability of specific performance, injunctive relief or
other equitable remedies. The execution, delivery and performance
of the Transaction Documents by the Company and the consummation by
the Company of the transactions contemplated hereby and thereby do
not and will not: (i) conflict with or violate any provision of the
Company’s articles of incorporation, bylaws or other
organizational or charter documents in effect as of the date of
execution of this Agreement, or (ii) subject to obtaining the
Required Approvals (as defined below), conflict with, breach, or
constitute a default (or an event that with notice or lapse of time
or both would become a default) under, or give to others any rights
of termination, amendment, acceleration or cancellation (with or
without notice, lapse of time or both) of, any agreement, mortgage,
indenture, credit facility, indebtedness or other instrument
(evidencing a Company indebtedness or otherwise) or other
understanding to which the Company is a party or by which any
property or asset of the Company is bound or affected, or (iii)
result in a violation of any law, rule, regulation, order,
judgment, injunction, decree or other restriction of any court or
governmental authority to which the Company is subject (including
federal and state securities laws and regulations), or by which any
property or asset of the Company is bound or affected; except in
the case of each of clauses (ii) and (iii), such as could not,
individually or in the aggregate: (a) adversely affect the
legality, validity or enforceability of this Agreement and any
other documents or agreements executed in connection with the
transactions contemplated hereunder (collectively, the “
Transaction Documents ”), (b) could reasonably be
expected to have or result in a material adverse effect on the
results of operations, assets, business, management, operations or
financial condition of the Company, or (c) adversely impair the
Company’s ability to perform fully on a timely basis its
obligations under any of the Transaction Documents (any of
foregoing clauses (a), (b) or (c), a “ Material Adverse
Effect ”).
(e) Neither
the Company nor any of its subsidiaries is in violation of its
articles of incorporation, bylaws or other organizational or
charter documents in effect as of the date of execution of this
Agreement or in default in the performance or observance of any
material obligation, agreement, covenant or condition contained in
any agreement, mortgage, indenture, credit facility, indebtedness
or other instrument (evidencing a Company indebtedness or
otherwise) or other understanding to which the Company or any of
its subsidiaries is a party or by which any property or asset of
the Company or any of its subsidiaries is bound or
affected.
(f) The
Company is not required to obtain any consent, approval, waiver,
authorization or order of, give any notice to, or make any filing
or registration with, or qualification of, any court or other
federal, state, local or other governmental authority or other
Person in connection with the execution, delivery and performance
by the Company of the Transaction Documents, other than (i) the
filing of a Form 8-K disclosing the transaction contemplated
hereby, (ii) the filing with the SEC of a prospectus supplement,
(iii) approval for the listing of the Shares by the NYSE Amex
Equities Market (the “ Principal Market ”) for
the listing of the Shares for trading thereon in the time and
manner required thereby, and (iv) applicable state securities
filings (collectively, the “ Required Approvals
”). “ Person ” means an individual or
corporation, partnership, trust, incorporated or unincorporated
association, joint venture, limited liability company, joint stock
company, government (or an agency or subdivision thereof) or other
entity of any kind.
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(g) There
are no contracts or other documents required to be described in the
Registration Statement or to be filed as exhibits to the
Registration Statement by the 1933 Act or by the Rules and
Regulations which have not been described in, filed as exhibits to,
or incorporated by reference in the Registration Statement, as
required. The contracts so described in the Registration Statement
to which the Company or any of its subsidiaries is a party have
been duly authorized, executed and delivered by the Company or its
subsidiaries, constitute valid and binding agreements of the
Company or its subsidiaries (as applicable) and are enforceable
against the Company or its subsidiaries (as applicable) in
accordance with their respective terms, except as such
enforceability may be limited by (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws
in effect which affect creditors’ rights generally, or (ii)
laws relating to the availability of specific performance,
injunctive relief or other equitable remedies, and, to the
Company’s knowledge, such contracts are enforceable in
accordance with their respective terms by the Company against the
other parties thereto, except as such enforceability may be limited
by (x) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws in effect which affect
creditors’ rights generally, or (y) laws relating to the
availability of specific performance, injunctive relief or other
equitable remedies, and such contracts are in full force and effect
on the date hereof. Neither the Company nor any of its
subsidiaries, nor, to the best of the Company’s knowledge,
any other party thereto, is in breach of or default under any of
such contracts, except for such breaches or defaults that will not
result in a Material Adverse Effect.
(h) As
of June 23, 2009, the authorized capital stock of the Company
consists of 100,000,000 shares of Common Stock, par value $0.001
per share, of which 34,300,103 shares are issued and outstanding
and 400,000 shares are reserved for issuance upon exercise of stock
options outstanding under the Company’s equity compensation
plans and 300,000 shares are reserved for issuance upon exercise of
currently outstanding warrants. All of the issued shares of capital
stock of the Company have been duly and validly authorized and
issued, are fully paid and non-assessable and conform to the
descriptions thereof in the Prospectus. All of the issued shares of
capital stock of each subsidiary of the Company (i) have been duly
and validly authorized and issued, are fully paid and
non-assessable and (ii) except as disclosed in the Prospectus, are
owned directly by the Company, free and clear of all liens,
encumbrances, equities or claims. Except as disclosed in this
Section 3(h) and except for the transactions contemplated by this
Agreement, neither the Company nor any subsidiary has outstanding
any options to purchase, or any preemptive rights or other rights
to subscribe for or to purchase any securities or obligations
convertible into, or any contracts or commitments to issue or sell,
shares of its capital stock or any such options, rights,
convertible securities or obligations. The description of the
Company’s equity compensation plans and the options or other
rights granted and exercised thereunder set forth in the Prospectus
accurately and fairly presents in all material respects the
information required by the 1933 Act and the Rules and Regulations
to be shown with respect to such plans, options and
rights.
(i) Except
as disclosed in the Prospectus, there are no legal or governmental
actions, suits or proceedings pending or, to the best of the
Company’s knowledge, threatened to which the Company or any
of its subsidiaries is or may be a party or of which property owned
or leased by the Company or any of its subsidiaries is or may be
the subject, or related to environmental or discrimination matters,
which actions, suits or proceedings, would reasonably be expected,
individually or in the aggregate, to prevent or adversely affect
the transactions contemplated by the Transaction Documents or have
a Material Adverse Effect. No labor disturbance by the employees of
the Company or any of its subsidiaries exists or, to the knowledge
of the Company, is imminent that would reasonably be expected to
have a Material Adverse Effect. Neither the Company nor any of its
subsidiaries is a party or subject to the provisions of any
material injunction, judgment, decree or order of any court,
regulatory body, administrative agency or other governmental body,
that would reasonably be expected to have a Material Adverse
Effect.
(j) The
Company owns, or possesses sufficient rights in, and/or has been
granted valid and enforceable licenses for, all registered patents,
patent applications, trademarks, trademark applications,
tradenames, servicemarks and copyrights necessary to the conduct of
its business as such business is described in the Prospectus
(collectively, the “ Registered Intellectual Property
”). The expected expiration of any of the Company’s
rights to the Registered Intellectual Property would not, singly or
in the aggregate, reasonably be expected to have a Material Adverse
Effect. There has been no infringement or misappropriation by third
parties of any of the Registered Intellectual Property, or any
material inventions, manufacturing processes, formulae, trade
secrets, know-how, unregistered trademarks, and other intangible
property and assets necessary to the conduct of its business as
such business is described in the Prospectus (collectively, the
“ Other Intellectual Property ,” and together
with the Registered Intellectual Property, the “
Intellectual Property ”), nor is there any pending or,
to the best knowledge of the Company, threatened action, suit,
proceeding or claim by others challenging the Company’s
rights of title or other interest in or to any Intellectual
Property. There is no pending or, to the best knowledge of the
Company, threatened action, suit, proceeding or claim by others
challenging the validity and scope of any Intellectual Property.
There is no pending or, to the best knowledge of the Company,
threatened action, suit, proceeding or claim by others that the
Company or any of its products or processes or the Intellectual
Property infringe or otherwise violate any patent, trademark,
servicemark, copyright, trade secret or other proprietary right of
others. There is no pending or, to the best knowledge of the
Company, threatened action, suit proceeding or claim by any current
or former employee, consultant or agent of the Company seeking
either ownership rights to any invention or other intellectual
property right or compensation from the Company for any invention
or other intellectual property right made by such employee,
consultant or agent in the course of his/her employment with the
Company or otherwise. The Prospectus fairly and accurately
describes in all material respects the Company’s rights with
respect to the Intellectual Property.
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(k) The
Company and its subsidiaries have good and marketable title in fee
simple to all real property and good and marketable title to all
tangible properties and assets described in the Prospectus as owned
by it, in each case free and clear of all liens, charges, claims,
encumbrances or restrictions, except such as (i) are described in
the Prospectus or (ii) do not materially affect the value of such
property and do not interfere with the use made and proposed to be
made of such property by the Company and its subsidiaries. Any real
property and buildings held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do
not interfere with the use made and proposed to be made of such
property and buildings by the Company and its subsidiaries. The
Company and its subsidiaries own or lease all such properties as
are necessary to its operations as now conducted or as proposed to
be conducted, except where the failure to so own or lease would not
have a Material Adverse Effect.
(l) The
Company and its subsidiaries possess all licenses, certificates,
authorizations or permits issued by the appropriate governmental or
regulatory agencies or authorities that are necessary to enable
them to own, lease and operate their respective properties and to
carry on their respective businesses as presently conducted, except
where the failure to possess such licenses, certificates,
authorization or permits would not reasonably be expected to have a
Material Adverse Effect. Neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the
revocation or modification of any such license, certificate,
authority or permit which, singly or in the aggregate, would
reasonably be expected to have a Material Adverse
Effect.
(m) Each
of the Company and its subsidiaries maintains insurance of the
types and in the amounts which it deems adequate for its business,
including, but not limited to, third-party liability and all-risk
insurance, and insurance covering real and personal property owned
or leased by the Company and its subsidiaries against theft,
damage, destruction, acts of vandalism and all other risks
customarily insured against, all of which insurance is in full
force and effect.
(n) The
Company (i) is in compliance in all material respects with any and
all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety,
the environment or hazardous or toxic substances or wastes,
pollutants or contaminants (collectively, “ Environmental
Laws ”), (ii) has received and is in compliance with all
permits, licenses or other approvals required of it under
applicable Environmental Laws to conduct its business and (iii) has
not received notice of any actual or potential liability for the
investigation or remediation of any disposal or release of
hazardous or toxic substances or wastes, pollutants or
contaminants, except where such non-compliance with Environmental
Laws, failure to receive required permits, licenses or other
approvals, or liability would not, individually or in the
aggregate, have a Material Adverse Effect, whether or not arising
from transactions in the ordinary course of business, except as set
forth in or contemplated by the Prospectus. The Company has not
been named as a “potentially responsible party” under
the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended.
(o) Neither
the Company nor any of its subsidiaries has sustained since the
date of the latest audited financial statements incorporated by
reference in the Prospectus any loss or interference with its
business from fire, explosion, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, that is in each case material
to the Company and its subsidiaries taken as a whole, otherwise
than as set forth in the Prospectus. Since the respective dates as
of which information is given in the Registration Statement and the
Prospectus, (i) there has not been any change in the capital stock
or long-term indebtedness of the Company or any of its subsidiaries
or any Material Adverse Effect, and (ii) the Company or its
subsidiaries have not entered into any material transaction or
incurred any material obligation outside of the ordinary course of
business, otherwise than as set forth in the Prospectus.
(p) The
Shares that are being purchased hereunder are duly authorized and,
when issued and paid for in accordance with the applicable
Transaction Documents, will be duly and validly issued, fully paid
and nonassessable, free and clear of all liens, charges, claims,
encumbrances or restrictions and will conform to the description of
the Common Stock in the Prospectus. No preemptive rights or other
rights to subscribe for or purchase exist with respect to the
issuance and sale of the Shares by the Company pursuant to the
Transaction Documents and no stockholder of the Company has any
right, which has not been waived, to require the Company to
register the sale of any shares of capital stock owned by such
stockholder under the 1933 Act in the public offering contemplated
by this Agreement.
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(q) The
issuance by the Company of the Shares has been registered under the
1933 Act and all of the Shares are freely transferable and tradable
by the Investors without restriction. No other document with
respect to the Registration Statement or document incorporated by
reference in the Registration Statement or the Prospectus has
heretofore been filed with the SEC. The “Plan of
Distribution” section in the Prospectus permits the issuance
and sale of the Shares hereunder. The description of the
Company’s capital stock set forth in the Prospectus, insofar
as it purports to constitute a summary of the terms of the Common
Stock, is accurate, complete and fair. Upon receipt of the Shares,
the Investors will have good and marketable title to the Shares
free and clear of any liens, charges, claims, encumbrances or
restrictions except those incurred by the Investors.
(r) Neither
the Company, nor any of its Affiliates, nor any Person acting on
its or their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security,
under circumstances that would cause this offering of the Shares to
be integrated with prior offerings by the Company for purposes of
any applicable stockholder approval provisions, including, without
limitation, under the rules and regulations of any exchange or
automated quotation system on which any of the securities of the
Company are listed or designated, nor will the Company take any
action or steps that would cause the offering of the Shares to be
integrated with other offerings. Except as disclosed in the
Prospectus, the Company has not, in the twelve (12) months
preceding the date hereof, received notice from the Principal
Market to the effect that the Company is not in compliance with the
listing or maintenance requirements of the Principal Market. The
Company is, and has no reason to believe that it will not in the
foreseeable future continue to be, in compliance with all such
listing and maintenance requirements. The issuance and sale of the
Shares hereunder does not contravene the rules and regulations of
the Principal Market and no stockholder approval is required for
the Company to fulfill its obligations under the Transaction
Documents. The Common Stock has been registered pursuant to Section
12(b) of the 1934 Act and is currently listed on the Principal
Market.
(s) The
Company has filed all reports required to be filed by it under the
1934 Act, including pursuant to Section 13(a) or 15(d) thereof, for
the three (3) years preceding the filing date of the Registration
Statement and for the three (3) year period preceding the date
hereof (the foregoing materials being collectively referred to
herein as the “ SEC Reports ”) on a timely basis
or has received a valid extension of such time of filing and has
filed any such SEC Reports prior to the expiration of any such
extension. As of their respective dates, the SEC Reports complied
in all material respects with the requirements of the 1934 Act and
the 1934 Act Rules and Regulations, and none of the SEC Reports,
when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not
misleading.
(t) The
Company is in material compliance with the Sarbanes-Oxley Act of
2002, and the rules and regulations promulgated thereunder by all
government and regulatory authorities and agencies. The Company
maintains a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in
accordance with management’s
