TO THE CLOSING DATE,
AND THE COMPANY AND ITS SUBSIDIARIES ARE UNAWARE OF ANY FACTS OR CIRCUMSTANCES
WHICH MIGHT PREVENT THE COMPANY FROM OBTAINING OR EFFECTING ANY OF THE
REGISTRATION, APPLICATION OR FILINGS PURSUANT TO THE PRECEDING SENTENCE.
THE
COMPANY IS NOT IN VIOLATION OF THE REQUIREMENTS OF THE PRINCIPAL MARKET AND HAS
NO KNOWLEDGE OF ANY FACTS WHICH WOULD REASONABLY LEAD TO DELISTING OR SUSPENSION
OF THE COMMON STOCK IN THE FORESEEABLE FUTURE.
(F)
ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE OF COMMON SHARES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT EACH BUYER IS ACTING SOLELY IN THE CAPACITY
OF ARM'S LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND EXCEPT AS SET FORTH ON SCHEDULE
3(F), THAT NO BUYER IS (I) AN OFFICER OR DIRECTOR OF THE COMPANY, (II) AN
"AFFILIATE" OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (AS DEFINED IN RULE 144)
OR (III) TO THE KNOWLEDGE OF THE COMPANY, A "BENEFICIAL OWNER" OF MORE THAN 10%
OF THE SHARES OF COMMON STOCK (AS DEFINED FOR PURPOSES OF RULE 13D-3 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT")).
THE COMPANY
FURTHER ACKNOWLEDGES THAT NO BUYER IS ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (OR IN ANY SIMILAR CAPACITY) WITH
RESPECT TO THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY, AND ANY ADVICE GIVEN BY A BUYER OR ANY OF ITS REPRESENTATIVES OR
AGENTS IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY IS MERELY INCIDENTAL TO SUCH BUYER'S PURCHASE OF
THE COMMON SHARES.
THE COMPANY FURTHER REPRESENTS TO EACH BUYER THAT THE
COMPANY'S DECISION TO ENTER INTO THE TRANSACTION DOCUMENTS HAS BEEN BASED SOLELY
ON THE INDEPENDENT EVALUATION BY THE COMPANY AND ITS REPRESENTATIVES.
(G)
NO GENERAL SOLICITATION; PLACEMENT AGENT'S FEES.
NEITHER THE
COMPANY, NOR ANY OF ITS SUBSIDIARIES OR AFFILIATES, NOR ANY PERSON ACTING ON ITS
OR THEIR BEHALF,
7
HAS ENGAGED IN ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING (WITHIN
THE MEANING OF REGULATION D) IN CONNECTION WITH THE OFFER OR SALE OF THE COMMON
SHARES.
THE COMPANY SHALL BE RESPONSIBLE FOR THE PAYMENT OF ANY PLACEMENT
AGENT'S FEES, FINANCIAL ADVISORY FEES, OR BROKERS' COMMISSIONS (OTHER THAN FOR
PERSONS ENGAGED BY ANY BUYER OR ITS INVESTMENT ADVISOR) RELATING TO OR ARISING
OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY.
THE COMPANY SHALL PAY, AND HOLD
EACH BUYER HARMLESS AGAINST, ANY LIABILITY, LOSS OR EXPENSE (INCLUDING, WITHOUT
LIMITATION, ATTORNEY'S FEES AND OUT-OF-POCKET EXPENSES) ARISING IN CONNECTION
WITH ANY SUCH CLAIM.
THE COMPANY ACKNOWLEDGES THAT IT HAS ENGAGED COKER &
PALMER, INC., C.K COOPER & COMPANY AND LADENBURG THALMANN & CO., INC. AS
PLACEMENT AGENTS (COLLECTIVELY, THE "AGENT") IN CONNECTION WITH THE SALE OF THE
COMMON SHARES.
OTHER THAN THE AGENT, NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES HAS ENGAGED ANY PLACEMENT AGENT OR OTHER AGENT IN CONNECTION WITH
THE SALE OF THE COMMON SHARES.
(H)
NO INTEGRATED OFFERING.
NONE OF THE COMPANY, ITS