Dxxxx Xxxx. Wxxxxxxx LLP shall have furnished to the Representatives its written opinion and negative assurance letter, as U.S. counsel to the Company, addressed to the Underwriters and dated such Delivery Date, in form and substance reasonably satisfactory to the Representatives.
Dxxxx Xxxx. Summons, Dxxxx Xxxx (“Kohl”) v. Trans High Corporation (Filed on September 30, 2016; Index No. 655200/2016): Dxxxx Xxxx, former CEO of THC, sued THC alleging that THC breached his employment contract by terminating his employment contract with no justification and failing to pay over three years of his salary, bonuses and concomitant rights to an equity interest in THC. THC has counterclaimed challenging the enforceability of the ultra vxxxx “employment agreement” of Counterclaim Defendant, Dxxxx Xxxx (“Counterclaim Defendant”), or in the alternative seeking damages arising from Counterclaim Defendant’s breach of the employment agreement. THC disputes the existence of a joint venture to which Kohl was entitled to receive equity. THC also seeks damages arising from Counterclaim Defendant’s looting of THC resulting in THC’s assets being diverted for Counterclaim Defendant’s personal use without consideration or benefit to THC. The litigation is in the discovery stage and is pending. Potential or Threatened Litigation:
Dxxxx Xxxx. Sxxxx Xxxxxxxx Jxx Xxxxxx Acknowledged and Agreed: 800 0XX XXXXXX XXXXXXXX, INC. By: Name: Axxx Xxxxxxxxx Title: Executive Chairman
