ON JULY 28, 2005.
SUCH RESTATEMENTS WILL OCCUR WHEN THE SECOND AND THIRD
QUARTER 10-QSBS ARE FILED WITH THE SEC.
2.9
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS
DISCLOSED IN THE SEC DOCUMENTS OR IN THE PRIVATE PLACEMENT MEMORANDUM DATED
JULY 29, 2005, SINCE THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS
INCLUDED WITHIN THE SEC DOCUMENTS, (I) THERE HAS BEEN NO EVENT, OCCURRENCE OR
DEVELOPMENT THAT HAS HAD OR THAT COULD REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT, (II) THE COMPANY HAS NOT INCURRED ANY LIABILITIES
(CONTINGENT OR OTHERWISE) OTHER THAN (A) TRADE PAYABLES AND ACCRUED EXPENSES
INCURRED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND
(B) LIABILITIES NOT REQUIRED TO BE REFLECTED IN THE COMPANY'S FINANCIAL
STATEMENTS PURSUANT TO GAAP OR REQUIRED TO BE DISCLOSED IN FILINGS MADE WITH THE
COMMISSION, (III) THE COMPANY HAS NOT ALTERED ITS METHOD OF ACCOUNTING, AND
(IV) THE COMPANY HAS NOT DECLARED OR MADE ANY DIVIDEND OR DISTRIBUTION OF CASH
OR OTHER PROPERTY TO ITS STOCKHOLDERS OR PURCHASED, REDEEMED OR MADE ANY
AGREEMENTS TO PURCHASE OR REDEEM ANY SHARES OF ITS CAPITAL STOCK.
THE COMPANY
DOES NOT HAVE PENDING BEFORE THE COMMISSION ANY REQUEST FOR CONFIDENTIAL
TREATMENT, EXCEPT FOR THE REQUEST FOR CONFIDENTIAL TREATMENT OF CERTAIN URANIUM
SUPPLY CONTRACTS.
2.10
DISCLOSURE.
NO INFORMATION RELATING TO OR
CONCERNING THE COMPANY SET FORTH IN THIS AGREEMENT OR PROVIDED TO THE PURCHASERS
PURSUANT TO SECTION 2.4 HEREOF OR OTHERWISE PROVIDED IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING WITHOUT LIMITATION ANY ORAL OR
WRITTEN STATEMENTS MADE OR GIVEN BY THE OFFICERS OF THE COMPANY, OR ANY OF THE
COMPANY'S AGENTS, TO ANY PURCHASER, OR ANY PURCHASER'S AGENT, TAKEN AS A WHOLE,
CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT NOR OMITTED TO STATE ANY
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE HEREIN OR 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 OR ITS BUSINESS, PROPERTIES, OPERATIONS OR FINANCIAL CONDITIONS, WHICH,
UNDER APPLICABLE LAW, RULE OR REGULATION, REQUIRES IMMEDIATE PUBLIC DISCLOSURE
OR ANNOUNCEMENT BY THE
5
COMPANY BUT WHICH HAS NOT BEEN SO PUBLICLY ANNOUNCED OR DISCLOSED.
THE COMPANY
ACKNOWLEDGES AND AGREES THAT NO PURCHASER MAKES OR HAS MADE ANY REPRESENTATIONS
OR WARRANTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN
THOSE SPECIFICALLY SET FORTH IN SECTION 3 HEREOF.
2.11
NO INTEGRATED OFFERING.
NEITHER THE COMPANY, NOR
ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF, HAS
DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR SALES IN ANY SECURITY OR SOLICITED ANY
OFFERS TO BUY ANY SECURITY UNDER CIRCUMSTANCES THAT WOULD REQUIRE REGISTRATION
UNDER THE SECURITIES ACT OF THE ISSUANCE OF THE SHARES TO THE PURCHASERS.
3.
REPRESENTATIONS; WARRANTIES AND
ACKNOWLEDGMENTS OF THE PURCHASER.
3.1
PURCHASE FOR INVESTMENT.
THE PURCHASER
REPRESENTS AND WARRANTS TO THE COMPANY THAT IT WILL ACQUIRE THE SHARES TO BE
PURCHASED BY IT FOR ITS OWN ACCOUNT FOR INVESTMENT AND