Other than the Litigation, there is no action, suit or proceeding pending against, or, to the knowledge of the Company, threatened against or affecting the Company before any court or arbitrator or any governmental body, agency or official which could either individually or collectively materially adversely affect the business, the financial condition or operations of the Company or have any material adverse effect on the legality, validity or enforceability of this Agreement, or the delivery to the Fund of the Settlement Shares being conveyed and transferred herein and, to the best of the Company’s knowledge, information and belief, there is no basis for any such action, suit or proceeding.