WARRANTS, SCRIPT RIGHTS TO SUBSCRIBE TO, CALLS OR
COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO, OR SECURITIES, RIGHTS OR
OBLIGATIONS CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE FOR, OR ENTERED INTO
ANY AGREEMENT GIVING ANY PERSON OR ENTITY ANY RIGHT TO SUBSCRIBE FOR OR ACQUIRE,
ANY COMMON SHARES, OR SECURITIES OR RIGHTS CONVERTIBLE OR EXCHANGEABLE INTO
COMMON SHARES.
EXCEPT AS SET FORTH ON SCHEDULE 2.6 HERETO, AND EXCEPT FOR
CUSTOMARY ADJUSTMENTS AS A RESULT OF STOCK DIVIDENDS, STOCK SPLITS, COMBINATIONS
OF SHARES, REORGANIZATIONS, RECAPITALIZATIONS, RECLASSIFICATIONS OR OTHER
SIMILAR EVENTS, THERE ARE NO ANTI-DILUTION OR PRICE ADJUSTMENT PROVISIONS
CONTAINED IN ANY SECURITY ISSUED BY THE COMPANY (OR IN ANY AGREEMENT PROVIDING
RIGHTS TO SECURITY HOLDERS) AND THE ISSUANCE AND SALE OF THE PURCHASED
SECURITIES WILL NOT OBLIGATE THE COMPANY TO ISSUE COMMON SHARES OR OTHER
SECURITIES TO ANY PERSON (AS DEFINED BELOW) AND WILL NOT RESULT IN A RIGHT OF
ANY HOLDER OF SECURITIES TO ADJUST THE EXERCISE, CONVERSION, EXCHANGE OR RESET
PRICE UNDER SUCH SECURITIES.
TO THE KNOWLEDGE OF THE COMPANY, EXCEPT AS
DISCLOSED IN THE SEC REPORTS AND ANY SCHEDULES FILED WITH THE SEC PURSUANT TO
RULE 13D-1 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT") BY REPORTING PERSONS OR IN SCHEDULE 2.6 HERETO, NO PERSON OR GROUP OF
RELATED PERSONS BENEFICIALLY OWNS (AS DETERMINED PURSUANT TO RULE 13D-3 UNDER
THE EXCHANGE ACT), OR HAS THE RIGHT TO ACQUIRE, BY AGREEMENT WITH OR BY
OBLIGATION BINDING UPON THE COMPANY, BENEFICIAL OWNERSHIP OF IN EXCESS OF 5% OF
THE OUTSTANDING COMMON SHARES.
FOR PURPOSES OF THIS AGREEMENT, THE TERM
"PERSON" MEANS AN INDIVIDUAL OR CORPORATION, PARTNERSHIP, TRUST, INCORPORATED OR
UNINCORPORATED ASSOCIATION, JOINT VENTURE, LIMITED LIABILITY COMPANY, JOINT
STOCK COMPANY OR OTHER LEGAL ENTITY.
2.7
SEC REPORTS; FINANCIAL STATEMENTS. THE
COMPANY HAS FILED ALL REPORTS REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT,
INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF, FOR THE 12 MONTHS
PRECEDING THE DATE HEREOF ON A TIMELY BASIS OR HAS RECEIVED A VALID EXTENSION OF
SUCH TIME OF FILING AND HAS FILED ANY SUCH SEC REPORTS PRIOR TO THE EXPIRATION
OF ANY SUCH EXTENSION AND HAS FILED ALL REPORTS REQUIRED TO BE FILED BY IT UNDER
THE EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF, FOR THE
TWO YEARS PRECEDING THE DATE HEREOF.
SUCH REPORTS REQUIRED TO BE FILED BY THE
COMPANY UNDER THE EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D)
THEREOF, TOGETHER WITH ANY MATERIALS FILED OR FURNISHED BY THE COMPANY UNDER THE
EXCHANGE ACT, WHETHER OR NOT ANY SUCH REPORTS WERE REQUIRED BEING COLLECTIVELY
REFERRED TO HEREIN AS THE "SEC REPORTS" AND, TOGETHER WITH THIS AGREEMENT AND
THE SCHEDULES TO THIS AGREEMENT, THE "DISCLOSURE MATERIALS".
AS OF THEIR
RESPECTIVE DATES, THE SEC REPORTS FILED BY THE COMPANY COMPLIED IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND
THE RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER, AND NONE OF THE SEC
REPORTS, WHEN FILED BY THE COMPANY, CONTAINED