THE COMPANY'S ISSUANCE OF
THE SHARES AND THE PURCHASERS' OWNERSHIP OF THE SHARES.
(EE)
DISCLOSURE.
ALL DISCLOSURE PROVIDED TO THE PURCHASERS REGARDING
THE COMPANY, ITS BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY, FURNISHED
PRIOR TO THE DATE OF THIS AGREEMENT BY THE COMPANY OR AUTHORIZED BY THE COMPANY
AND FURNISHED BY THE PLACEMENT AGENT ON BEHALF OF THE COMPANY (INCLUDING THE
COMPANY'S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT) ARE TRUE
AND CORRECT IN ALL MATERIAL RESPECTS AND DO NOT CONTAIN ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
NO EVENT OR CIRCUMSTANCE HAS OCCURRED OR INFORMATION
EXISTS WITH RESPECT TO THE COMPANY NOR ANY OF ITS SUBSIDIARIES OR ITS OR THEIR
BUSINESS, PROPERTIES, OPERATIONS OR FINANCIAL CONDITIONS, WHICH, UNDER
APPLICABLE LAW, RULE OR REGULATION, REQUIRES PUBLIC DISCLOSURE OR ANNOUNCEMENT
BY THE COMPANY BUT WHICH HAS NOT BEEN SO PUBLICLY ANNOUNCED OR DISCLOSED, EXCEPT
FOR THE ANNOUNCEMENT OF THIS AGREEMENT AND RELATED TRANSACTIONS.
(FF)
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 LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(GG)
CONSULTATION WITH AUDITORS. THE COMPANY HAS CONSULTED ITS
INDEPENDENT AUDITORS CONCERNING THE ACCOUNTING TREATMENT OF THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS, AND IN CONNECTION THEREWITH HAS
FURNISHED SUCH AUDITORS COMPLETE COPIES OF THE TRANSACTION DOCUMENTS.
THE
COMPANY INTENDS TO (BUT THE COMPANY CANNOT ASSURE THAT THE COMMISSION WILL ALLOW
THE COMPANY TO) ACCOUNT FOR THE GROSS PROCEEDS RAISED FROM THE FINANCING WHICH
IS THE SUBJECT OF THIS AGREEMENT AS EQUITY IN ITS FINANCIAL STATEMENTS.
3.2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH PURCHASER
HEREBY, FOR ITSELF AND FOR NO OTHER PURCHASER, REPRESENTS AND WARRANTS AS OF THE
DATE HEREOF AND AS OF THE CLOSING DATE TO THE COMPANY AND THE PLACEMENT AGENT AS
FOLLOWS:
(A)
ORGANIZATION; AUTHORITY.
SUCH PURCHASER IS AN ENTITY DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE OR PARTNERSHIP
POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE APPLICABLE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT
ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY SUCH PURCHASER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR, IF SUCH PURCHASER IS
NOT A CORPORATION, SUCH PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER
APPLICABLE LIKE ACTION, ON THE PART OF SUCH PURCHASER.
EACH OF THIS AGREEMENT
AND THE REGISTRATION RIGHTS AGREEMENT HAS BEEN DULY EXECUTED BY SUCH PURCHASER,
AND WHEN DELIVERED BY SUCH PURCHASER IN ACCORDANCE WITH TERMS HEREOF, WILL
CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION OF SUCH PURCHASER,
ENFORCEABLE AGAINST IT IN