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.
(J)
REGISTRATION RIGHTS.
EXCEPT AS PREVIOUSLY DISCLOSED BY THE
COMPANY TO THE PURCHASERS WITH RESPECT TO THE OTHER SHARES ISSUED TO OTHER PRIOR
PURCHASERS IN OTHER PLACEMENT OFFERINGS, AND THE INCLUSION OF SUCH OTHER SHARES
TOGETHER WITH THE SHARES BEING ISSUED UNDER THE OFFERING IN A REGISTRATION
STATEMENT (AS DEFINED IN SECTION 7.2(A) BELOW):
(I) THE COMPANY HAS NOT ENTERED
INTO ANY OTHER AGREEMENT AND IS NOT CURRENTLY SUBJECT TO ANY AGREEMENT THAT
OBLIGATES THE COMPANY TO FILE ANY OTHER REGISTRATION STATEMENT ON BEHALF OF ANY
OTHER PERSON OR ENTITY ANY RIGHTS TO HAVE ANY COMMON STOCK OR ANY OTHER
SECURITIES OF THE COMPANY REGISTERED WITH THE SEC OR REGISTERED OR QUALIFIED FOR
PUBLIC SALE OR TRADING WITH ANY OTHER GOVERNMENTAL AUTHORITY OR EXCHANGE AND
(II) THE EXECUTION AND PERFORMANCE BY THE COMPANY OF THIS AGREEMENT, INCLUDING
THE ISSUANCE OF THE SHARES AND THE REGISTRATION OF THE SHARES FOR SALE TO THE
PUBLIC AS CONTEMPLATED BY THIS AGREEMENT, DO NOT GIVE RISE TO ANY RIGHTS
(INCLUDING "PIGGY-BACK" REGISTRATION RIGHTS) BY ANY OTHER PERSON OR ENTITY TO
HAVE ANY COMMON STOCK OR OTHER SECURITIES OF THE COMPANY REGISTERED WITH THE SEC
OR ANY OTHER GOVERNMENTAL AUTHORITY.
THE COMPANY MAY ENTER INTO ONE OR MORE
OTHER AGREEMENTS AFTER THE DATE HEREOF IN CONNECTION WITH THE ISSUANCE AND SALE
OF ADDITIONAL SHARES TO ADDITIONAL OTHER PURCHASERS IN ADDITIONAL OTHER
PLACEMENT OFFERINGS THAT MAY OBLIGATE THE COMPANY TO INCLUDE THE ADDITIONAL
SHARES TOGETHER WITH THE SHARES IN A REGISTRATION STATEMENT; PROVIDED, HOWEVER,
THAT THE COMPANY (I) WILL NOT GRANT ANY REGISTRATION RIGHTS THAT ARE SUPERIOR OR
IN PREFERENCE TO THE SHARES HELD BY THE PURCHASERS, AND (II) WILL GIVE PRIOR
WRITTEN NOTICE TO THE PURCHASERS HEREUNDER AS TO THE TERMS AND CONDITIONS OF THE
COMPANY'S OBLIGATION TO INCLUDE ANY SUCH ADDITIONAL SHARES UNDER THE
REGISTRATION STATEMENT COVERING THE SHARES WITHIN A REASONABLE PERIOD OF TIME
PRIOR TO THE CLOSING OF THE SALE OF THE ADDITIONAL SHARES.
(K)
ABSENCE OF LITIGATION.
EXCEPT AS DISCLOSED IN THE SEC DOCUMENTS,
THERE IS NO ACTION, SUIT, CLAIM, OR PROCEEDING, OR, TO THE COMPANY'S KNOWLEDGE,
ANY OTHER INQUIRY OR INVESTIGATION, BEFORE OR BY ANY COURT, PUBLIC BOARD,
GOVERNMENT AGENCY, SELF-REGULATORY ORGANIZATION OR BODY PENDING OR, TO THE
KNOWLEDGE OF THE COMPANY, THREATENED AGAINST OR AFFECTING THE COMPANY OR ANY
SUBSIDIARY THAT WOULD, INDIVIDUALLY OR IN THE AGGREGATE, HAVE OR BE REASONABLY
LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT.
(L)
COMPLIANCE.
EXCEPT AS WOULD NOT, INDIVIDUALLY OR IN THE
AGGREGATE, HAVE OR BE REASONABLY LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT,
(I) NEITHER THE COMPANY NOR ANY SUBSIDIARY IS IN DEFAULT UNDER OR IN VIOLATION
OF (AND NO EVENT HAS OCCURRED THAT HAS NOT BEEN WAIVED THAT, WITH NOTICE OR
LAPSE OF TIME OR BOTH, WOULD RESULT IN A DEFAULT BY THE COMPANY OR ANY
SUBSIDIARY UNDER), NOR