DATES, CONTAINED ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
4.22
LISTING.
THE COMPANY'S COMMON STOCK IS LISTED OR
QUOTED, AS APPLICABLE, ON A PRINCIPAL MARKET (AS HEREAFTER DEFINED) AND
SATISFIES AND AT ALL TIMES HEREAFTER WILL SATISFY, ALL REQUIREMENTS FOR THE
CONTINUATION OF SUCH LISTING OR QUOTATION, AS APPLICABLE.
THE COMPANY HAS NOT
RECEIVED ANY NOTICE THAT ITS COMMON STOCK WILL BE DELISTED FROM, OR NO LONGER
QUOTED ON, AS APPLICABLE, THE PRINCIPAL MARKET OR THAT ITS COMMON STOCK DOES NOT
MEET ALL REQUIREMENTS FOR SUCH LISTING OR QUOTATION, AS APPLICABLE.
FOR
PURPOSES HEREOF, THE TERM "PRINCIPAL MARKET" MEANS THE NASD OVER THE COUNTER
BULLETIN BOARD, NASDAQ CAPITAL MARKET, NASDAQ NATIONAL MARKETS SYSTEM, AMERICAN
STOCK EXCHANGE OR NEW YORK STOCK EXCHANGE (WHICHEVER OF THE FOREGOING IS AT THE
TIME THE PRINCIPAL TRADING EXCHANGE OR MARKET FOR THE COMMON STOCK).
4.23
NO INTEGRATED OFFERING.
NEITHER THE COMPANY, NOR
ANY OF ITS SUBSIDIARIES OR AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR
BEHALF, HAS DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR SALES OF ANY SECURITY OR
SOLICITED ANY OFFERS TO BUY ANY SECURITY (OTHER THAN SECURITIES ISSUED TO
PURCHASER ON AUGUST 25, 2005) UNDER CIRCUMSTANCES THAT WOULD CAUSE THE OFFERING
OF THE SECURITIES PURSUANT TO THIS AGREEMENT OR ANY OF THE RELATED AGREEMENTS TO
BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR PURPOSES OF THE SECURITIES
ACT WHICH WOULD PREVENT THE COMPANY FROM SELLING THE SECURITIES PURSUANT TO
RULE 506 UNDER THE SECURITIES ACT, OR ANY
12
APPLICABLE EXCHANGE-RELATED STOCKHOLDER APPROVAL PROVISIONS, NOR WILL THE
COMPANY OR ANY OF ITS AFFILIATES OR SUBSIDIARIES TAKE ANY ACTION OR STEPS THAT
WOULD CAUSE THE OFFERING OF THE SECURITIES TO BE INTEGRATED WITH OTHER
OFFERINGS.
4.24
STOP TRANSFER.
THE SECURITIES ARE RESTRICTED
SECURITIES AS OF THE DATE OF THIS AGREEMENT.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES WILL ISSUE ANY STOP TRANSFER ORDER OR OTHER ORDER IMPEDING THE SALE
AND DELIVERY OF ANY OF THE SECURITIES AT SUCH TIME AS THE SECURITIES ARE
REGISTERED FOR PUBLIC SALE OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE,
EXCEPT AS REQUIRED BY STATE AND FEDERAL SECURITIES LAWS.
4.25
DILUTION.
THE COMPANY SPECIFICALLY ACKNOWLEDGES
THAT ITS OBLIGATION TO ISSUE THE INTEREST SHARES, THE SHARES OF COMMON STOCK
UPON CONVERSION OF THE NOTE AND EXERCISE OF THE WARRANT IS BINDING UPON THE
COMPANY AND ENFORCEABLE REGARDLESS OF THE DILUTION SUCH ISSUANCE MAY HAVE ON THE
OWNERSHIP INTERESTS OF OTHER SHAREHOLDERS OF THE COMPANY.
4.26
PATRIOT ACT.
THE COMPANY CERTIFIES THAT, TO THE
BEST OF COMPANY'S KNOWLEDGE, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS
BEEN DESIGNATED, NOR IS OR SHALL BE OWNED OR CONTROLLED, BY A "SUSPECTED
TERRORIST" AS DEFINED IN EXECUTIVE ORDER 13224.
THE COMPANY HEREBY ACKNOWLEDGES
THAT THE PURCHASER SEEKS TO COMPLY WITH ALL APPLICABLE LAWS CONCERNING MONEY
LAUNDERING AND RELATED ACTIVITIES.
IN