There is no action, suit, arbitration, proceeding, inquiry or investigation before or by any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company and Seller(s), threatened against or affecting the Seller(s), the Company, the Securities or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such, except as set forth in Schedule 3(r) . No director, officer or employee of the Company has willfully violated 18 U.S.C. §1519 or engaged in spoliation of evidence in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company and Seller(s), there is not pending or contemplated, any investigation by the U.S Securities and Exchange Commission (“ SEC ”) involving the Seller(s), Company, or any current or former director or officer of the Company. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the Securities Act or the Exchange Act. After reasonable inquiry of its employees, the Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. The Company is not subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.