ALL REQUIRED REPORTS UNDER SECTION
13 OR 15(D) OF THE EXCHANGE, AS APPLICABLE, DURING THE 12 MONTHS PRECEDING THE
DATE HEREOF (OR FOR SUCH SHORTER PERIOD THAT THE COMPANY WAS REQUIRED TO FILE
SUCH REPORTS), (III) THE COMPANY IS NOT AN ISSUER DEFINED AS A "SHELL COMPANY,"
AND (IV) THE COMPANY IS NOT AN ISSUER THAT HAS BEEN AT ANY TIME PREVIOUSLY AN
ISSUER DEFINED AS A "SHELL COMPANY."
FOR THE PURPOSES HEREOF, THE TERM "SHELL
COMPANY" SHALL MEAN AN ISSUER THAT MEETS THE DESCRIPTION DEFINED IN PARAGRAPH
(I)(1)(I) OF RULE 144.
THE COMPANY AFFIRMATIVELY REPRESENTS THAT, BECAUSE THE
COMPANY MAY NOT BE ABLE TO MEET THE REQUIREMENTS OF §404 OF THE SARBANES-OXLEY
ACT OF 2002 OR MAY HAVE TO REPORT MATERIAL WEAKNESSES OF THE COMPANY'S
DISCLOSURE CONTROLS OR INTERNAL CONTROL OF FINANCIAL REPORTING, HOLDERS OF THE
COMPANY'S SECURITIES MAY NOT BE ABLE TO UTILIZE RULE 144 PRIOR TO ONE YEAR FROM
THE DATE HEREOF.
(CC)
DISCLOSURE.
THE COMPANY HAS MADE AVAILABLE TO THE BUYER AND ITS
COUNSEL ALL THE INFORMATION REASONABLY AVAILABLE TO THE COMPANY THAT THE BUYER
OR ITS COUNSEL HAVE REQUESTED FOR DECIDING WHETHER TO ACQUIRE THE SECURITIES.
NO REPRESENTATION OR WARRANTY OF THE COMPANY CONTAINED IN THIS AGREEMENT (AS
QUALIFIED BY THE DISCLOSURE SCHEDULE) OR ANY OF THE OTHER TRANSACTION DOCUMENTS,
AND NO CERTIFICATE FURNISHED OR TO BE FURNISHED TO THE BUYER AT THE CLOSING, OR
ANY DUE DILIGENCE EVALUATION MATERIALS FURNISHED BY THE COMPANY OR ON BEHALF OF
THE COMPANY, INCLUDING WITHOUT LIMITATION, DUE DILIGENCE QUESTIONNAIRES, OR ANY
OTHER DOCUMENTS, PRESENTATIONS, CORRESPONDENCE, OR INFORMATION CONTAINS ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY
IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR THEREIN NOT MISLEADING IN
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE.
(DD)
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 ANOTHER TO PURCHASE ANY OTHER
SECURITIES OF THE COMPANY, OTHER THAN, IN THE CASE OF CLAUSES (II) AND (III),
COMPENSATION PAID TO THE COMPANY'S PLACEMENT AGENT IN CONNECTION WITH THE
PLACEMENT OF THE SECURITIES.
(EE)
DILUTIVE EFFECT.
THE COMPANY UNDERSTANDS AND ACKNOWLEDGES THAT THE
NUMBER OF WARRANT SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS WILL INCREASE IN
CERTAIN CIRCUMSTANCES.
THE COMPANY FURTHER ACKNOWLEDGES THAT ITS OBLIGATION TO
ISSUE THE WARRANT
SHARES UPON EXERCISE OF THE WARRANTS IN ACCORDANCE WITH THIS AGREEMENT AND THE
WARRANTS, IN EACH CASE, IS ABSOLUTE AND UNCONDITIONAL REGARDLESS OF THE DILUTIVE
EFFECT THAT SUCH ISSUANCE MAY HAVE ON THE OWNERSHIP INTERESTS OF OTHER
STOCKHOLDERS OF THE COMPANY.
(FF)
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