EXISTENCE AND/OR REMEDY OF
CONTAMINATION ON PROPERTY, THE PROTECTION OF THE ENVIRONMENT FROM CONTAMINATION,
THE CONTROL OF HAZARDOUS WASTES, OR OTHER ACTIVITIES INVOLVING HAZARDOUS
SUBSTANCES, INCLUDING BUILDING MATERIALS; OR
(B)
ANY PETROLEUM PRODUCTS OR NUCLEAR MATERIALS.
4.18
VALID OFFERING.
ASSUMING THE ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER CONTAINED IN THIS AGREEMENT, THE
OFFER, SALE AND ISSUANCE OF THE SECURITIES WILL BE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND WILL HAVE BEEN REGISTERED OR QUALIFIED (OR ARE EXEMPT FROM REGISTRATION AND
QUALIFICATION) UNDER THE REGISTRATION, PERMIT OR QUALIFICATION REQUIREMENTS OF
ALL APPLICABLE STATE SECURITIES LAWS.
4.19
FULL DISCLOSURE.
EACH OF THE COMPANY AND EACH OF
ITS SUBSIDIARIES HAS PROVIDED THE PURCHASER WITH ALL INFORMATION REQUESTED BY
THE PURCHASER IN CONNECTION WITH ITS DECISION TO PURCHASE THE NOTE AND WARRANT,
INCLUDING ALL INFORMATION THE COMPANY AND ITS
11
SUBSIDIARIES BELIEVE IS REASONABLY NECESSARY TO MAKE SUCH INVESTMENT DECISION.
NEITHER THIS AGREEMENT, THE RELATED AGREEMENTS, THE EXHIBITS AND SCHEDULES
HERETO AND THERETO NOR ANY OTHER DOCUMENT DELIVERED BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO PURCHASER OR ITS ATTORNEYS OR AGENTS IN CONNECTION HEREWITH OR
THEREWITH OR WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT NOR OMIT TO STATE A MATERIAL FACT NECESSARY
IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN, IN LIGHT OF THE
CIRCUMSTANCES IN WHICH THEY ARE MADE, NOT MISLEADING.
ANY FINANCIAL PROJECTIONS
AND OTHER ESTIMATES PROVIDED TO THE PURCHASER BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES WERE BASED ON THE COMPANY'S AND ITS SUBSIDIARIES' EXPERIENCE IN THE
INDUSTRY AND ON ASSUMPTIONS OF FACT AND OPINION AS TO FUTURE EVENTS WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES, AT THE DATE OF THE ISSUANCE OF SUCH
PROJECTIONS OR ESTIMATES, BELIEVED TO BE REASONABLE.
4.20
INSURANCE.
EACH OF THE COMPANY AND EACH OF ITS
SUBSIDIARIES HAS GENERAL COMMERCIAL, PRODUCT LIABILITY, FIRE AND CASUALTY
INSURANCE POLICIES WITH COVERAGES WHICH THE COMPANY BELIEVES ARE CUSTOMARY FOR
COMPANIES SIMILARLY SITUATED TO THE COMPANY AND ITS SUBSIDIARIES IN THE SAME OR
SIMILAR BUSINESS.
4.21
SEC REPORTS.
EXCEPT AS SET FORTH ON
SCHEDULE 4.21, THE COMPANY HAS FILED ALL PROXY STATEMENTS, REPORTS AND OTHER
DOCUMENTS REQUIRED TO BE FILED BY IT UNDER THE SECURITIES EXCHANGE ACT 1934, AS
AMENDED (THE "EXCHANGE ACT").
THE COMPANY HAS FURNISHED THE PURCHASER COPIES
OF:
(I) ITS ANNUAL REPORTS ON FORM 10-KSB FOR ITS FISCAL YEARS ENDED [INSERT
DATE]; AND (II) ITS QUARTERLY REPORTS ON FORM 10-QSB FOR ITS FISCAL QUARTER
ENDED [INSERT DATE], AND THE FORM 8-K FILINGS WHICH IT HAS MADE DURING THE
FISCAL YEAR [INSERT DATE] TO DATE (COLLECTIVELY, THE "SEC REPORTS").
EXCEPT AS
SET FORTH ON SCHEDULE 4.21, EACH SEC REPORT WAS, AT THE TIME OF ITS FILING, IN
SUBSTANTIAL COMPLIANCE WITH THE REQUIREMENTS OF ITS RESPECTIVE FORM AND NONE OF
THE SEC REPORTS, NOR THE FINANCIAL STATEMENTS (AND THE NOTES THERETO) INCLUDED
IN THE SEC REPORTS, AS OF THEIR RESPECTIVE FILING