CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY IN WHICH ANY
OFFICER, DIRECTOR, OR ANY SUCH EMPLOYEE HAS A SUBSTANTIAL INTEREST OR IS AN
OFFICER, DIRECTOR, TRUSTEE OR PARTNER.
(W)
FEES AND RIGHTS OF FIRST REFUSAL.
THE COMPANY
IS NOT OBLIGATED TO OFFER THE SECURITIES OFFERED HEREUNDER ON A RIGHT OF FIRST
REFUSAL BASIS OR OTHERWISE TO ANY THIRD PARTIES INCLUDING, BUT NOT LIMITED TO,
CURRENT OR FORMER SHAREHOLDERS OF THE COMPANY, UNDERWRITERS, BROKERS, AGENTS OR
OTHER THIRD PARTIES.
(X)
INVESTMENT COMPANY.
THE COMPANY IS NOT,
AND IS NOT AN AFFILIATE OF, AND IMMEDIATELY AFTER RECEIPT OF PAYMENT FOR THE
SECURITIES, WILL NOT BE OR BE AN AFFILIATE OF, AN "INVESTMENT COMPANY" WITHIN
THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
THE COMPANY
SHALL CONDUCT ITS BUSINESS IN A MANNER SO THAT IT WILL NOT BECOME SUBJECT TO THE
INVESTMENT COMPANY ACT.
(Y)
REGISTRATION RIGHTS.
OTHER THAN EACH OF THE
BUYERS, NO PERSON HAS ANY RIGHT TO CAUSE THE COMPANY TO EFFECT THE REGISTRATION
UNDER THE SECURITIES ACT OF ANY SECURITIES OF THE COMPANY.
THERE ARE NO
OUTSTANDING REGISTRATION STATEMENTS NOT YET DECLARED EFFECTIVE AND THERE ARE NO
OUTSTANDING COMMENT LETTERS FROM THE SEC OR ANY OTHER REGULATORY AGENCY.
(Z)
PRIVATE PLACEMENT. ASSUMING THE ACCURACY
OF THE BUYERS' REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 2, NO
REGISTRATION UNDER THE SECURITIES ACT IS REQUIRED FOR THE OFFER AND SALE OF THE
SECURITIES BY THE COMPANY TO THE BUYERS AS CONTEMPLATED HEREBY. THE ISSUANCE AND
SALE OF THE SECURITIES HEREUNDER DOES NOT CONTRAVENE THE RULES AND REGULATIONS
OF THE PRIMARY MARKET.
(AA)
LISTING AND MAINTENANCE REQUIREMENTS.
THE
COMPANY'S COMMON STOCK IS REGISTERED PURSUANT TO SECTION 12(B) OR 12(G) OF THE
EXCHANGE ACT, AND THE COMPANY HAS TAKEN NO ACTION DESIGNED TO TERMINATE, OR
WHICH TO ITS KNOWLEDGE IS LIKELY TO HAVE THE EFFECT OF, TERMINATING THE
REGISTRATION OF THE COMMON STOCK UNDER THE EXCHANGE ACT NOR HAS THE COMPANY
RECEIVED ANY NOTIFICATION THAT THE SEC IS CONTEMPLATING TERMINATING SUCH
REGISTRATION.
THE COMPANY HAS NOT, IN THE TWELVE (12) MONTHS PRECEDING THE DATE
HEREOF, RECEIVED NOTICE FROM ANY PRIMARY MARKET ON WHICH THE COMMON STOCK IS OR
HAS BEEN LISTED OR QUOTED TO THE EFFECT THAT THE COMPANY IS NOT IN COMPLIANCE
WITH THE LISTING OR MAINTENANCE REQUIREMENTS OF SUCH PRIMARY
13
MARKET.
THE COMPANY IS, AND HAS NO REASON TO BELIEVE THAT IT WILL NOT IN THE
FORESEEABLE FUTURE CONTINUE TO BE, IN COMPLIANCE WITH ALL SUCH LISTING AND
MAINTENANCE REQUIREMENTS.
(BB)
MANIPULATION OF PRICE.
THE COMPANY HAS NOT, AND
TO ITS KNOWLEDGE NO ONE ACTING ON ITS BEHALF HAS, (I) TAKEN, DIRECTLY OR
INDIRECTLY, ANY ACTION DESIGNED TO CAUSE OR TO RESULT IN THE STABILIZATION OR
MANIPULATION OF THE PRICE OF ANY SECURITY OF THE COMPANY TO FACILITATE THE SALE
OR RESALE OF ANY OF THE SECURITIES, (II) SOLD, BID FOR, PURCHASED, OR, PAID ANY
COMPENSATION FOR SOLICITING PURCHASES OF, ANY OF THE SECURITIES, OR (III) PAID
OR AGREED TO PAY TO ANY PERSON ANY COMPENSATION FOR SOLICITING