BE SUFFICIENT TO PAY ALL AMOUNTS ON OR IN RESPECT OF ITS DEBT
WHEN SUCH AMOUNTS ARE REQUIRED TO BE PAID.
THE COMPANY DOES NOT INTEND TO INCUR
DEBTS BEYOND ITS ABILITY TO PAY SUCH DEBTS AS THEY MATURE (TAKING INTO ACCOUNT
THE TIMING AND AMOUNTS OF CASH TO BE PAYABLE ON OR IN RESPECT OF ITS DEBT).
(W)
CERTAIN FEES.
NO BROKERAGE OR FINDER'S FEES OR COMMISSIONS ARE OR
WILL BE PAYABLE BY THE COMPANY TO ANY BROKER, FINANCIAL ADVISOR OR CONSULTANT,
FINDER, PLACEMENT AGENT, INVESTMENT BANKER, BANK OR OTHER PERSON WITH RESPECT TO
THE TRANSACTIONS
11
CONTEMPLATED BY THIS AGREEMENT.
PURCHASER SHALL HAVE NO OBLIGATION WITH RESPECT
TO ANY FEES OR WITH RESPECT TO ANY CLAIMS MADE BY OR ON BEHALF OF OTHER PERSONS
FOR FEES OF A TYPE CONTEMPLATED IN THIS SECTION THAT MAY BE DUE IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(X)
CERTAIN REGISTRATION MATTERS.
ASSUMING THE ACCURACY OF
PURCHASER'S REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2(B)-(E), NO
REGISTRATION UNDER THE SECURITIES ACT IS REQUIRED FOR THE OFFER AND SALE OF THE
SECURITIES BY THE COMPANY TO THE PURCHASER UNDER THE TRANSACTION DOCUMENTS.
THE
COMPANY IS ELIGIBLE TO REGISTER THE RESALE OF ITS COMMON STOCK FOR RESALE BY THE
PURCHASER UNDER FORM S-3 UNDER THE SECURITIES ACT.
(Y)
REGISTRATION RIGHTS.
EXCEPT AS SET FORTH IN THE DISCLOSURE
MATERIALS, NO PERSON HAS ANY RIGHT TO CAUSE THE COMPANY TO EFFECT THE
REGISTRATION UNDER THE SECURITIES ACT OF ANY SECURITIES OF THE COMPANY.
(Z)
LISTING AND MAINTENANCE REQUIREMENTS.
EXCEPT AS SPECIFIED IN THE
DISCLOSURE MATERIALS, THE COMPANY HAS NOT, IN THE TWENTY-FOUR MONTHS PRECEDING
THE DATE HEREOF, RECEIVED NOTICE FROM ANY TRADING MARKET ON WHICH THE COMMON
STOCK IS OR HAS BEEN LISTED OR QUOTED TO THE EFFECT THAT THE COMPANY IS NOT IN
COMPLIANCE WITH THE LISTING OR MAINTENANCE REQUIREMENTS OF SUCH TRADING MARKET.
THE COMPANY IS, AND HAS NO REASON TO BELIEVE THAT IT WILL NOT IN THE FORESEEABLE
FUTURE CONTINUE TO BE, IN COMPLIANCE WITH ALL SUCH LISTING AND MAINTENANCE
REQUIREMENTS.
THE COMPANY IS IN COMPLIANCE WITH THE LISTING AND MAINTENANCE
REQUIREMENTS FOR CONTINUED LISTING OF THE COMMON STOCK ON THE NASDAQ SMALLCAP
MARKET.
(AA)
INVESTMENT COMPANY.
THE COMPANY IS NOT, AND AFTER GIVING EFFECT TO
THE SALE OF THE SECURITIES AND THE APPLICATION OF THE NET PROCEEDS THEREFROM,
WILL NOT BE,
AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED, OR AN AFFILIATE OF AN "INVESTMENT COMPANY."
(BB)
OFF-BALANCE SHEET ARRANGEMENTS.
THERE IS NO TRANSACTION,
ARRANGEMENT OR OTHER RELATIONSHIP BETWEEN THE COMPANY AND AN UNCONSOLIDATED OR
OTHER OFF-BALANCE SHEET ENTITY THAT IS REQUIRED TO BE DISCLOSED BY THE COMPANY
IN ITS EXCHANGE ACT FILINGS AND IS NOT SO DISCLOSED OR THAT OTHERWISE WOULD BE
REASONABLY EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
THERE ARE NO SUCH
TRANSACTIONS, ARRANGEMENTS OR OTHER RELATIONSHIPS WITH THE COMPANY THAT MAY
CREATE CONTINGENCIES OR LIABILITIES THAT ARE NOT OTHERWISE DISCLOSED BY THE
COMPANY IN ITS EXCHANGE FILINGS.