THE SEC DOCUMENTS, THE COMPANY HAS NOT, IN THE TWO YEARS PRECEDING THE DATE
HEREOF, RECEIVED NOTICE (WRITTEN OR ORAL) FROM ANY TRADING MARKET ON WHICH THE
ORDINARY SHARES ARE OR HAVE BEEN LISTED OR QUOTED TO THE EFFECT THAT THE COMPANY
IS NOT IN COMPLIANCE WITH THE LISTING OR MAINTENANCE REQUIREMENTS OF SUCH
TRADING MARKET.
(P)
REGISTRATION RIGHTS.
EXCEPT AS DESCRIBED IN
SCHEDULE 3.1(P), THE COMPANY HAS NOT GRANTED OR AGREED TO GRANT TO ANY PERSON
ANY RIGHTS (INCLUDING "PIGGY-BACK" REGISTRATION RIGHTS) TO HAVE ANY SECURITIES
OF THE COMPANY REGISTERED WITH THE COMMISSION OR ANY OTHER GOVERNMENTAL
AUTHORITY THAT ARE IN EFFECT.
(Q)
APPLICATION OF TAKEOVER PROTECTIONS.
THERE IS NO CONTROL
SHARE ACQUISITION, BUSINESS COMBINATION, POISON PILL (INCLUDING ANY DISTRIBUTION
UNDER A RIGHTS AGREEMENT) OR OTHER SIMILAR ANTI-TAKEOVER PROVISION UNDER THE
COMPANY'S CHARTER DOCUMENTS OR THE LAWS OF ITS STATE OF INCORPORATION THAT IS OR
COULD BECOME APPLICABLE TO ANY OF THE PURCHASERS AS A RESULT OF THE PURCHASERS
AND THE COMPANY FULFILLING THEIR OBLIGATIONS OR EXERCISING THEIR RIGHTS UNDER
THE TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF THE
COMPANY'S ISSUANCE OF THE SECURITIES AND THE PURCHASERS' OWNERSHIP OF THE
SECURITIES.
(R)
DISCLOSURE.
THE COMPANY CONFIRMS THAT NEITHER IT NOR ANY
OTHER DULY AUTHORIZED PERSON ACTING ON ITS BEHALF HAS PROVIDED ANY OF THE
PURCHASERS OR THEIR AGENTS OR COUNSEL WITH ANY INFORMATION THAT CONSTITUTES OR
MIGHT CONSTITUTE MATERIAL, NONPUBLIC INFORMATION.
THE COMPANY UNDERSTANDS AND
CONFIRMS THAT EACH OF THE PURCHASERS WILL RELY ON THE FOREGOING REPRESENTATIONS
IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY.
ALL DISCLOSURE
MATERIALS PROVIDED TO THE PURCHASERS REGARDING THE COMPANY, ITS BUSINESS AND THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE SCHEDULES TO THIS AGREEMENT,
FURNISHED BY OR ON BEHALF OF THE COMPANY 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 THE 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 ANY OF ITS SUBSIDIARIES OR ITS OR THEIR BUSINESS, PROPERTIES,
PROSPECTS, 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, UNTIL SUCH TIME
AS A PRESS RELEASE IS ISSUED PURSUANT TO SECTION 4.6, THE EXECUTION OF THIS
AGREEMENT.
THE COMPANY ACKNOWLEDGES AND AGREES THAT (I) 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 3.2 OR
(II) ANY ORAL STATEMENT, COMMITMENT OR PROMISE TO THE COMPANY OR, TO ITS
KNOWLEDGE, ANY OF ITS REPRESENTATIVES WHICH IS OR WAS AN INDUCEMENT TO THE
COMPANY TO ENTER INTO THIS AGREEMENT OR OTHERWISE.
(S)
ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF
SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE PURCHASERS IS
ACTING SOLELY IN