Nasdaq Listing Agreement

The NASDAQ application file contains: (i) a symbol reservation form; (ii) the application for inclusion on the list (which requires additional documentation); (iii) the listing agreement; (iv) corporate governance certification; (v) the initial application tax, payable by cheque or wire transfer; and (vi) a logo submission form. All application forms are completed online at the NASDAQ-Listing Center. The online platform allows you to download additional and support documents. All forms must be checked in advance and the necessary information must be readily available before the application is filed. An entity wishing to establish securities on the NASDAQ must meet the minimum listing requirements, including the established financial management, liquidity and corporate governance criteria. The NASDAQ has broad discretion in listing and may reject an application, even if the technical requirements are met, if it believes that such a refusal is necessary to protect investors and the public interest. In addition, all private offers, including bridge financing, shelf entrances and offers of the S-S Regulation, which have been “reviewed or concluded in the previous six months,” must be disclosed. An incomplete or bankrupt proposed offer may give rise to additional questions and, therefore, caution should be exercised when introducing private offers before any list or planned implementation. The Nasdaq Listing And Hearing Review Council is a standing independent advisory committee appointed by the Nasdaq Stock Market Board of Directors to advise the Board of Directors of Nasdaq Stock Market LLC on listed issues, consistent with the Board`s essential responsibility to obtain independent and external advice. The List Council also plays an appeal role in the Nasdaq`s decision-making process, as described below, to promote consistent and fair application of rating rules and policies.

Section 15 (h) of the stock exchange law provides that no broker or trader may purchase or sell penny shares by a client, unless that broker or trader (i) authorizes the client to the specific penny transaction and receives a written agreement from the client on the transaction; (ii) provides the client with a risk information document outlining the risks associated with investing in penny stocks; (iii) if applicable, disclose to the customer the current market offer of the penny share, including the prices of offers and offers and the number of shares that apply to such an offer, as well as price requests; and (iv) communicates to the customer the amount of compensation that the company and its broker receive for the trade.