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PANSOFT COMPANY LIMITED
(a British Virgin Islands limited company)
Offering: 1,200,000 Ordinary Shares
($6.00 per share)
PLACEMENT AGREEMENT
,
2008
Anderson
& Strudwick, Incorporated
707
East Main Street, 20
th Floor
Richmond,
Virginia 23219
Ladies
and Gentlemen:
The
undersigned, Pansoft Company Limited a, British Virgin Islands
limited company (the “Company”), hereby confirms
its agreement with you as follows:
1.
Introduction .
This Agreement sets forth the understandings and agreements between
the Company and you whereby, subject to the terms and conditions
herein contained, you will offer to sell, on a “best efforts,
all-or-none” basis on behalf of the Company as provided in
Section 4(a) (the “Offering”), at an offering price of
U.S. $6.00 per share, 1,200,000 ordinary shares of the Company (the
“Shares”). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them
in the Prospectus prepared by the Company and dated ___________,
2008 (the “Prospectus”).
2.
Representations and Warranties of the
Company .
The Company makes the following representations and warranties to
you:
(a)
Registration Statement and Prospectus .
The Company has prepared and filed with the Securities and Exchange
Commission (the “Commission”) a registration statement
on Form S-1 (File No. 333-_____) (as defined below, the
“Registration Statement”) conforming to the
requirements of the Securities Act of 1933, as amended (the
“1933 Act”), and the applicable rules and regulations
(the “Rules and Regulations”) of the Commission. Such
amendments to such Registration Statement as may have been required
prior to the date hereof have been filed with the Commission, and
such amendments have been similarly prepared. Copies of the
Registration Statement, any and all amendments thereto prepared and
filed with the Commission, and each related Preliminary Prospectus,
and the exhibits, financial statements and schedules, as finally
amended and revised, have been delivered to you for review. The
term “Registration Statement” as used in this Agreement
shall mean the Company’s Registration Statement on Form S-1
and any additional registration statement filed pursuant to Rule
462 (b) of the 1933 Act, including the Prospectus, any documents
incorporated by reference therein, and all financial schedules and
exhibits thereto, as amended on the date that the Registration
Statement becomes effective. The term “Prospectus” as
used in this Agreement shall mean the prospectus relating to the
Shares in the form in which it was filed with the Commission
pursuant
to
Rule 424(b) of the 1933 Act or, if no filing pursuant to Rule
424(b) of the 1993 Act is required, shall mean the form of the
final prospectus included in the Registration Statement when
the Registration Statement becomes effective. The term
“Preliminary Prospectus” shall mean any prospectus
included in the Registration Statement before it becomes
effective. The terms “effective date” and
“effective” refer to the date the Commission
declares the Registration Statement effective pursuant to
Section 8 of the 1933 Act.
(b)
A
registration statement on Form 8-A (File No.001-______) in
respect of the registration of the Shares under the U.S.
Securities Exchange Act of 1934, as amended (the “1934
Act”), has been filed with the Commission. Such
registration statement in the form heretofore delivered to you
has been declared effective by the Commission in such form. No
other document with respect to such registration statement has
heretofore been filed with the Commission, and no stop order
suspending the effectiveness of such registration statement
has been issued and no proceeding for that purpose has been
initiated, or to the knowledge of the Company after due
inquiry threatened, by the Commission (the various parts of
such registration statement, including all exhibits thereto,
each as amended at the time such part of the registration
statement became effective, being hereinafter called the
“Form 8-A Registration Statement”). The Form 8-A
Registration Statement when it became effective conformed, and
any further amendments thereto will conform, in all material
respects to the requirements of the Exchange Act and the rules
and regulations of the Commission thereunder, and did not and
will not, as of the applicable effective date, 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.
(c)
Adequacy of Disclosure .
Each Preliminary Prospectus, at the time of filing thereof,
conformed in all material respects to the requirements of the 1933
Act and the Rules and Regulations, and did not 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, in light of the circumstances under which they were made,
not misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in
writing to the Company by you expressly for use in the Registration
Statement. When the Registration Statement shall become effective,
when the Prospectus is first filed pursuant to Rule 424(b) of the
Rules and Regulations, when any amendment to the Registration
Statement becomes effective, when any supplement to the Prospectus
is filed with the Commission and on the Closing Date (as
hereinafter defined), (i) the Registration Statement, the
Prospectus and any amendments thereof and supplements thereto will
conform in all material respects with the applicable requirements
of the 1933 Act and the Rules and Regulations, and (ii) neither the
Registration Statement, the Prospectus nor any amendment or
supplement thereto will contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein
or necessary in order to make the statements therein not
misleading; provided, however, that this representation and
warranty shall not apply to any statements or omissions made in
reliance upon and in conformity with information furnished in
writing to the Company by you expressly for use in the Registration
Statement.
(d)
No Stop Order .
The Commission has not issued any order preventing or suspending
the use of any Preliminary Prospectus with respect to the Shares,
and no proceedings for that purpose have been instituted or
threatened by the Commission or the state securities or blue sky
authority of any jurisdiction.
(e)
Company; Organization and Qualification .
The Company has been duly incorporated and is validly existing in
good standing as a limited company under the laws of the British
Virgin Islands with all requisite corporate power and authority to
enter into this Agreement, to conduct its business as now conducted
and as proposed to be conducted, and to own and operate its
properties, investments and assets, as described in the
Registration Statement and Prospectus. The Company is not in
violation of any provision of its memorandum or articles of
association or other governing documents and is not in default
under or in breach of, and does not know of the occurrence of any
event that with the giving of notice or the lapse of time or both
would constitute a default under or breach of, any term or
condition of any material agreement or instrument to which it is a
party or by which any of its properties, investments or assets is
bound, except as disclosed in the Registration Statement and
Prospectus. Except as noted in the Prospectus, the Company does not
own or control, directly or indirectly, any other corporation,
association, or other entity. The Company has furnished to you
copies of its articles and memorandum of association, as amended,
and all such copies are true, correct and complete and contain all
amendments thereto through the Closing Date.
(f)
Validity of Shares .
The Shares have been duly and validly authorized by the Company and
upon issuance, will be validly issued, fully paid and
nonassessable, with no personal liability attaching to the
ownership thereof, and will conform to the description thereof
contained in the Prospectus. The preferences, rights and
limitations of the Shares are set forth in the Prospectus under the
caption “Description of Share Capital.” No party has
any preemptive rights with respect to any of the Shares or any
right of participation or first refusal with respect to the sale of
the Shares by the Company. No person or entity holds a right to
require or participate in the registration under the 1933 Act of
the Shares pursuant to the Registration Statement; and, except as
set forth in the Prospectus, no person holds a right to require
registration under the 1933 Act of any ordinary shares of the
Company at any other time. The form of certificates evidencing the
Shares complies with all applicable requirements of British Virgin
Islands law.
(g)
Capitalization .
The authorized, issued and outstanding capital stock of the Company
is as set forth in the Prospectus under the caption
“Description of Share Capital.” All of the issued and
outstanding ordinary shares of the Company have been duly
authorized, validly issued, fully paid and are non-assessable.
Except as disclosed in the Prospectus, there is no outstanding
option, warrant or other right calling for the issuance of, and no
commitment, plan or arrangement to issue, any shares of capital
stock of the Company or any security convertible into or
exchangeable for capital stock of the Company.
(h)
Full Power .
The Company has full legal right, power, and authority to enter
into this Agreement and the Escrow Agreement among the Company,
SunTrust Bank (the “Escrow Agent”) and you (the
“Escrow Agreement”), to issue and deliver the Shares as
provided herein and in the Prospectus and to consummate the
transactions contemplated herein and in the
Prospectus.
Each of this Agreement and the Escrow Agreement has been duly
authorized, executed, and delivered by the Company and
constitutes a valid and binding agreement of the Company,
enforceable in accordance with its terms, except to the extent
that enforceability may be limited by (i) bankruptcy,
insolvency, moratorium, liquidation, reorganization, or
similar laws affecting creditors’ rights generally,
regardless of whether such enforceability is considered in
equity or at law, (ii) general equity principles, and (iii)
limitations imposed by applicable laws or the public policy
underlying such laws regarding the enforceability of
indemnification or contribution provisions.
(i)
Disclosed Agreements .
All agreements between or among the Company and third parties
expressly referenced in the Prospectus are legal, valid, and
binding obligations of the Company, enforceable in accordance with
their respective terms, except to the extent enforceability may be
limited by (i) bankruptcy, insolvency, moratorium, liquidation,
reorganization, or similar laws affecting creditors’ rights
generally, regardless of whether such enforceability is considered
in equity or at law, (ii) general equity principles and (iii)
limitations imposed by federal or state securities laws or the
public policy underlying such laws regarding the enforceability of
indemnification or contribution provisions.
(j)
Consents .
Except as disclosed in the Registration Statement and Prospectus,
each consent, approval, authorization, order, license, certificate,
permit, registration, designation or filing by or with any
governmental agency or body or any other third party necessary for
the valid authorization, issuance, sale and delivery of the Shares,
the execution, delivery and performance of this Agreement and the
consummation by the Company of the transactions contemplated hereby
and by the Registration Statement and Prospectus, except such as
may be required under the 1933 Act, the 1934 Act, or under other
applicable securities laws has been made or obtained and is in full
force and effect.
(k)
Litigation .
There is not pending or, to the knowledge of the Company,
threatened or contemplated, any action, suit, proceeding, inquiry,
or investigation before or by any court or any governmental
authority or agency to which the Company may be a party, or to
which any of the properties or rights of the Company may be
subject, that is not described in the Registration Statement and
Prospectus and (i) that may reasonably be expected to result in any
material adverse change in the condition (financial or otherwise)
or business of the Company; or (ii) that may reasonably be expected
to materially adversely affect any of the material properties of
the Company; or (iii) that may reasonably be expected to adversely
affect the consummation of the transactions contemplated by this
Agreement, nor, to the knowledge of the Company, is there any
meritorious basis therefor.
(l)
Financial Statements .
The financial statements of the Company together with related
schedules and notes included in the Registration Statement and
Prospectus present fairly the financial position of the Company as
of the dates indicated and the results of operations and cash flows
for the periods specified. Such financial statements have been
prepared in conformity with generally accepted accounting
principles applied on a consistent basis during the periods
involved. The financial information schedules included in the
Registration Statement and the amounts in the Prospectus fairly
present the information shown therein and have been
compiled
on a basis consistent with the financial statements included
in the Registration Statement and the Prospectus. No other
financial statements or schedules are required by Form S-1 or
otherwise to be included in the Registration Statement, the
Prospectus or any Preliminary Prospectus. The unaudited pro
forma financial information (including the related notes)
included in the Prospectus or any Preliminary Prospectus
complies as to form in all material respects to the applicable
accounting requirements of the 1933 Act and the Rules and
Regulations, and management of the Company believes that the
assumptions underlying the pro forma adjustments are
reasonable. Such pro forma adjustments have been properly
applied to the historical amounts in the compilation of the
information and such information fairly presents with respect
to the Company the financial position, results of operations
and other information purported to be shown therein at the
respective dates and for the respective periods
specified.
(m)
Independent Accountants .
MSCM LLP, who have audited certain financial statements of the
Company and its subsidiaries, are, to the Company’s
knowledge, independent public accountants as required by the 1933
Act and the rules and regulations of the Commission promulgated
thereunder.
(n)
Disclosed Liabilities .
The Company has not sustained, since December 31, 2007, any
material loss or interference with its business from fire,
explosion, flood, hurricane, accident, or other calamity, whether
or not covered by insurance, or from any labor dispute or
arbitrators’ or court or governmental action, order, or
decree, otherwise than as set forth or contemplated in the
Registration Statement and Prospectus; and, since the respective
dates as of which information is given in the Registration
Statement and Prospectus, and except as otherwise stated in the
Registration Statement and Prospectus or as set forth on the
Disclosure Schedule, there has not been (i) any material change in
the capital stock, long-term debt, obligations under capital
leases, or short-term borrowings of the Company, (ii) any material
adverse change, or any development that could be reasonably be seen
as involving a prospective material adverse change in or affecting
the business, prospects, properties, assets, results of operations
or condition (financial or other) of the Company, (iii) any
liability or obligation, direct or contingent, incurred or
undertaken by the Company that is material to the business or
condition (financial or other) of the Company, except for
liabilities or obligations incurred in the ordinary course of
business, (iv) any declaration or payment of any dividend or
distribution of any kind on or with respect to the capital stock of
the Company, or (v) any transaction that is material to the
Company, except transactions in the ordinary course of business or
as otherwise disclosed in the Registration Statement and
Prospectus.
(o)
Required Licenses and Permits .
Except as disclosed in the Prospectus, the Company owns, possesses,
has obtained or in the ordinary course of business will obtain, and
has made available for your review, all material permits, licenses,
franchises, certificates, consents, orders, approvals, and other
authorizations of governmental or regulatory authorities as are
necessary to own or lease, as the case may be, and to operate its
properties and to carry on its business as presently conducted, or
as contemplated in the Prospectus to be conducted (the
“Permits”), and the Company has not received any notice
of proceedings relating to revocation or modification of any such
Permits.
(p)
Internal Accounting Measures .
The Company has established and maintains disclosure controls and
procedures (as such term is defined in Rule 13a-14 and 15d-14 under
the Exchange Act), which (i) are designed to ensure that material
information relating to the Company is made known to the
Company’s principal executive officer and its principal
financial officer by others within the Company; and (ii) are
effective in all material respects to perform the functions for
which they were established. The Company’s system of internal
accounting controls provides reasonable assurance that: (A)
transactions are executed in accordance with management’s
general or specific authorizations; (B) transactions are recorded
as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles in the
United States (“US GAAP”); (C) access to assets is
permitted only in accordance with management’s general or
specific authorization; (D) the recorded accountability for assets
is compared with existing assets at reasonable intervals and
appropriate actions are taken with respect to any differences; and
(E) the Company has made and kept books, records and accounts
which, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of assets of such entity and provide
a sufficient basis for the preparation of financial statements in
accordance with US GAAP. There (x) are not any significant
deficiencies in the design or operation of internal controls which
could adversely affect the Company’s ability to record,
process, summarize, and report financial data or (y) has not been
any fraud, whether or not material, that involves management or
other employees who have a significant role in the Company’s
internal controls. Since the date of the most recent evaluation of
the Company’s disclosure controls and procedures, there have
been no significant changes in internal controls or in other
factors that could significantly affect internal controls,
including any corrective actions with regard to significant
deficiencies and material weaknesses. Upon the effectiveness of the
Registration Statement, the Company will be in compliance in all
material respect with all provisions of the Sarbanes-Oxley Act of
2002 that are effective and applicable to the Company as an
“issuer” as defined under the Sarbanes-Oxley Act of
2002.
(q)
Taxes .
The Company has timely paid all taxes that have become due and have
no tax deficiency asserted against the Company, and the Company
does not know of any tax deficiency that is likely to be asserted
against the Company that if determined adversely to the Company,
would, either individually or in the aggregate, have a material
adverse effect on the business, prospects, properties, assets,
results of operations, or condition (financial or otherwise) of the
Company. All tax liabilities are adequately provided for on the
books of the Company.
(r)
Compliance with Instruments .
The execution, delivery and performance of this Agreement and the
Escrow Agreement, the compliance with the terms and provisions
hereof and the consummation of the transactions contemplated
herein, therein and in the Registration Statement and Prospectus by
the Company, do not and will not violate or constitute a breach of,
or default under (i) the memorandum or articles of association of
the Company; (ii) any of the material terms, provisions, or
conditions of any material instrument, agreement, or indenture to
which the Company is a party or by which it is bound or by which
its business, assets, investments or properties may be affected; or
(iii) any order, statute, rule, or regulation applicable to the
Company, or any of its business, investments, assets or properties,
of any court or (to the knowledge of the Company) any governmental
authority or agency having jurisdiction
over
the Company, or any of its business, investments, properties
or assets; and to the knowledge of the Company do not and will
not result in the creation or imposition of any lien, charge,
claim, or encumbrance upon any property or asset of the
Company.
(s)
Insurance .
The Company maintains insurance (issued by insurers of recognized
financial responsibility) of the types and in the amounts generally
deemed adequate for its business and, to the knowledge of the
Company, consistent with insurance coverage maintained by similar
companies and similar businesses, all of which insurance is in full
force and effect.
(t)
Work Force .
To the knowledge of the Company, no general labor problem exists or
is imminent with the employees of the Company.
(u)
Securities Matters .
The Company and its officers, directors, or affiliates have not
taken and will not take, directly or indirectly, any action
designed to, or that might reasonably be expected to, cause or
result in or constitute the stabilization or manipulation of any
security of the Company or to facilitate the sale or resale of the
Shares.
(v)
Payment of Commissions and Fees .
Except as stated in or contemplated by the Prospectus, neither the
Company nor any affiliate of the Company has paid or awarded, nor
will any such person pay or award, directly or indirectly, any
commission or other compensation to any person engaged to render
investment advice to a potential purchaser of Shares as an
inducement to advise the purchase of Shares.
(w)
Intellectual Property .
Except as disclosed in the Registration Statement and Prospectus,
the Company owns, possesses, licenses or has other rights to use
the patents and patent applications, copyrights, trademarks,
service marks, trade names, technology, know-how (including trade
secrets and other unpatented and/or unpatentable proprietary
rights) and other intellectual property (or could acquire such
intellectual property upon commercially reasonable terms) necessary
to conduct its business in the manner in which it is being
conducted (collectively, the “Company Intellectual
Property”); except as disclosed in the Registration Statement
and Prospectus, to the Company’s knowledge, none of the
patents owned or licensed by the Company is unenforceable or
invalid, and, to the Company’s knowledge, none of the patent
applications owned or licensed by the Company would be
unenforceable or invalid if issued as patents; to the
Company’s knowledge, the Company is not obligated to pay a
royalty, grant a license, or provide other consideration to any
third party in connection with the Company Intellectual Property
other than as disclosed in the Prospectus; except as disclosed in
the Registration Statement and Prospectus, the Company has not
received any notice of violation or conflict with rights of others
with respect to the Company Intellectual Property; except as
disclosed in the Registration Statement and Prospectus, there are
no pending or to the Company’s knowledge, threatened actions,
suits, proceedings or claims by others that the Company is
infringing any patent, trade secret, trade mark, service mark,
copyright or other intellectual property or proprietary right; and
except as disclosed in the Registration Statement and Prospectus,
the products or processes of the Company referenced in the
Prospectus do not, to
the
knowledge of the Company, violate or conflict with any
intellectual property or proprietary right of any third
person.
(x)
Forward Looking Statement .
No forward-looking statement (within the meaning of Section 27A of
the Act and Section 21E of the Exchange Act) contained in the
Registration Statement, the Preliminary Prospectus or the
Prospectus has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith.
(y)
Industry Data .
The industry-related and market-related statistics obtained from
independent industry publications and reports and included in the
Registration Statement and the Prospectus agree with the sources
from which they are derived.
(z)
Related Party Transactions .
No relationship exists between or among the Company and any
director, officer, stockholder or affiliate of the Company which is
required by the 1933 Act and rules and regulations of the
Commission under the 1933 Act to be described in the Registration
Statement or the Prospectus which is not so described and described
as required in material compliance with such requirement. There are
no outstanding loans, advances (except advances for business
expenses in the ordinary course of business) or guarantees of
indebtedness by the Company to or for the benefit of any of the
officers or directors of the Company or any of their respective
family members, except as disclosed in the Registration Statement
and the Prospectus.
3.
Representations and Warranties of Placement
Agent .
You represent and warrant to the Company that:
(a)
You
are a member, in good standing, of the Financial Industry
Regulatory Authority (“FINRA”), and are duly
registered as a broker-dealer under the 1934 Act, and under
the laws of each state in which you propose to offer the
Shares, except where such registration would not be required
by law.
(b)
This
Agreement when accepted and approved will be duly authorized,
executed and delivered by you and is a valid and binding
agreement of you, enforceable in accordance with its terms,
except to the extent that enforceability may be limited by (i)
bankruptcy, insolvency, moratorium, liquidation,
reorganization, or similar laws affecting creditors’
rights generally, regardless of whether such enforceability is
considered in equity or at law, (ii) general equity
principles, and (iii) limitations imposed by federal and state
securities laws or the public policy underlying such laws
regarding the enforceability of indemnification or
contribution provisions.
(c)
The
consummation of the transactions contemplated by the
Prospectus relating to the Offering will not violate or
constitute a breach of, or default under, your articles of
incorporation or bylaws, or any material instrument,
agreement, or indenture to which you are a party, or violate
any order applicable to you of any federal or state regulatory
body or administrative agency having jurisdiction over you or
your property.
4.
Sale of Shares .
(a)
Exclusive Agency .
The Company hereby appoints you as its exclusive agent to offer for
sale, and hereby agrees to sell during the Offering Period (as
defined in Section 4.(c)), the Shares on a “best efforts,
all-or-none” basis, and on the basis of the representations
and warranties herein contained but subject to the terms and
conditions herein set forth, you accept such appointment and agree
to use your best efforts as agent to offer the Shares for sale for
the account of the Company, on a cash basis only at the offering
price of $6.00 per share. During the Offering Period, the Company
will not sell or agree to sell any debt or equity securities
otherwise than through you. Subject to your commitment to the sell
the Shares on a “best efforts, all-or-none” basis as
provided herein, nothing in this Agreement shall prevent you from
entering into an agency agreement, underwriting agreement, or other
similar agreement governing the offer and sale of securities with
any other issuer of securities, and nothing contained herein shall
be construed in any way as precluding or restricting your right to
sell or offer for sale securities issued by any other person,
including securities similar to, or competing with, the Shares. It
is understood between the parties that there is no firm commitment
by you to purchase any or all of the Shares.
(b)
Obligation to Offer Shares .
Your obligation to offer the Shares is subject to receipt by you of
written advice from the Commission that the Registration Statement
is effective, is subject to the Shares being qualified for offering
under applicable laws in the states as may be reasonably designated
by you, is subject to the absence of any prohibitory action by any
governmental body, agency, or official, and is subject to the terms
and conditions contained in this Agreement and in the Registration
Statement.
(c)
Offering Termination Date .
The “Offering Period” shall commence on the day that
the Prospectus is first made available to prospective investors in
connection with the Offering and shall continue until the
“Offering Termination Date,” which shall be the
earliest of (i) a date mutually acceptable to the Company and you
after which the Shares have been sold, (ii) September 30,
2008
, or
(iii) such other date mutually agreeable to the parties hereto. The
Company and you agree that unless the Shares offered are sold on or
before the Offering Termination Date, all proceeds that have been
paid for the Shares will be promptly returned to the
purchasers.
(d)
Escrow Agent .
Prior to the sale of all of the Shares, all funds received from
purchasers of the Shares shall be placed in an escrow account (the
“Escrow Account”) with the Escrow Agent pursuant to the
Escrow Agreement, the form of which is attached as an exhibit to
the Registration Statement, and all payments of, from or on account
of such funds shall be made pursuant to the Escrow Agreement. In
the event that the Shares are not sold on or before the Offering
Termination Date, all funds then held in the Escrow Account shall
be returned promptly to the respective purchasers as provided in
the Escrow Agreement.
(e)
Closing Date .
As and when the closing of the Offering is effected, which shall be
on or before the Offering Termination Date, and proceeds from the
Shares sold are received and accepted, on such date (the
“Closing Date”) and at such time and place
as
determined
by you (which determination shall be subject to the
satisfaction on such date of the conditions contained herein),
the funds received from purchasers will be delivered by the
Escrow Agent to the Company, by wire transfer of immediately
available funds, on the Closing Date.
(f)
Selling Commissions .
In consideration for your execution of this Agreement and for the
performance of your obligations hereunder, the Company agrees to
pay you, by wire transfer of immediately available funds on the
Closing Date, if any, a selling commission computed at the rate of
seven percent (7.0%) of the public offering price of the Shares
sold by you. In addition, on the Closing Date, the Company will
issue to you a warrant for the purchase of ordinary shares, equal
to ten percent (10%) of the number of the Company’s ordinary
shares sold in the Offering, substantially in the form of
Exhibit A attached
to this Agreement.
(g)
Finder’s Fees .
Except as set forth in the Registration Statement or Prospectus,
neither you nor the Company, directly or indirectly, shall pay or
award any finder’s fee, commission, or other compensation to
any person engaged by a potential purchaser for investment advice
as an inducement to such advisor to advise the purchase of the
Shares or for any other purpose.
(h)
Delivery of Share Certificates .
Delivery of certificates in definitive form representing the Shares
shall be made at the offices of Anderson & Strudwick,
Incorporated or at such other place as shall be agreed upon by the
Company and you, on such date as you may request (the “Date
of Delivery”). The certificates representing the Shares shall
be in such denominations and registered in such names as you may
request in writing at least three full business days before the
Date of Delivery. The certificates representing the Shares will be
made available for examination and packaging at the offices of
Anderson &
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