IN RULE 501(A) UNDER THE SECURITIES ACT, WHO
BY REASON OF THEIR BUSINESS AND FINANCIAL EXPERIENCE HAVE SUCH KNOWLEDGE,
SOPHISTICATION AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS AS TO BE CAPABLE
OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT IN THE DEBENTURES AND THE
CONVERSION SHARES;
(I)
AS OF THEIR RESPECTIVE DATES, OR TO THE EXTENT CORRECTED BY A
SUBSEQUENT RESTATEMENT, ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER
DOCUMENTS REQUIRED TO BE FILED BY THE COMPANY UNDER THE SECURITIES EXCHANGE ACT
OF 1934 (THE "EXCHANGE ACT"), FOR THE TWO YEARS PRECEDING THE DATE HEREOF (THE
"SEC REPORTS") COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
SECURITIES ACT AND THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE
COMMISSION PROMULGATED THEREUNDER, AND NONE OF THE SEC REPORTS, WHEN FILED,
CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING;
(J)
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC REPORTS
COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE
RULES AND REGULATIONS OF THE COMMISSION WITH RESPECT THERETO AS IN EFFECT AT THE
TIME OF FILING (OR TO THE EXTENT CORRECTED BY A SUBSEQUENT RESTATEMENT).
SUCH
FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A
CONSISTENT BASIS DURING THE PERIODS INVOLVED, EXCEPT AS MAY BE OTHERWISE
SPECIFIED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO AND EXCEPT THAT
UNAUDITED FINANCIAL STATEMENTS MAY NOT CONTAIN ALL FOOTNOTES REQUIRED BY GAAP,
AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES TAKEN AS A WHOLE AS OF AND FOR THE
DATES THEREOF AND THE RESULTS OF OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN
ENDED, SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL, YEAR-END AUDIT
ADJUSTMENTS; AND
(K)
SINCE THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS INCLUDED
WITHIN THE SEC REPORTS, (I) THE COMPANY HAS NOT INCURRED ANY MATERIAL
LIABILITIES, DIRECT OR CONTINGENT, AND (II) THERE HAS BEEN NO MATERIAL ADVERSE
CHANGE IN THE PROPERTIES, BUSINESS, RESULTS OF OPERATIONS, CONDITION (FINANCIAL
OR OTHER), AFFAIRS OR PROSPECTS OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A
WHOLE.
The Company has not made any representations or warranties to the Subscriber,
and the Subscriber has not relied upon any representations or warranties of the
Company, except as expressly set forth in this Section 4.
5.
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. THE
SUBSCRIBER REPRESENTS, WARRANTS AND AGREES THAT :
(A)
THE PURCHASE OF THE DEBENTURES BY THE SUBSCRIBER IS NOT PART OF A
PLAN OR SCHEME TO EVADE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT;
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(B)
THE SUBSCRIBER IS, AND ON EACH DATE ON WHICH IT CONVERTS THE
DEBENTURE WILL BE, AN "ACCREDITED INVESTOR," AS SUCH TERM IS DEFINED IN RULE
501(A) UNDER THE SECURITIES ACT, AND THAT THE SUBSCRIBER SATISFIES AT LEAST ONE