Receipt by the Company of Fairness Opinion Clause Samples

Receipt by the Company of Fairness Opinion. A special committee of the board of directors of the Company (the “Special Committee”) shall have received the opinion (the “Fairness Opinion”) of Sonenshine Pastor & Co. LLC (“Sonenshine”) to the effect that the aggregate consideration to be received by the Company pursuant to the terms of this Agreement for the sale of the Shares to the Investor is fair to the Company from a financial point of view, such opinion shall not have been withdrawn and the Investor shall have been provided a copy thereof.