S-3 ELIGIBILITY. THE COMPANY IS ELIGIBLE TO REGISTER ITS
COMMON STOCK FOR RESALE BY THE PURCHASERS USING FORM S-3 PROMULGATED UNDER THE
SECURITIES ACT.
(O)
LISTING AND MAINTENANCE REQUIREMENTS.
EXCEPT AS SET FORTH IN THE
SEC REPORTS, THE COMPANY HAS NOT, IN THE TWO YEARS PRECEDING THE DATE HEREOF,
RECEIVED NOTICE (WRITTEN OR ORAL) FROM ANY TRADING 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 TRADING MARKET.
THE COMPANY IS, AND HAS NO REASON TO BELIEVE THAT IT WILL NOT IN THE FORESEEABLE
FUTURE CONTINUE TO BE, IN COMPLIANCE WITH THE LISTING AND MAINTENANCE
REQUIREMENTS OF THE NASDAQ SMALLCAP MARKET.
(P)
REGISTRATION RIGHTS.
EXCEPT AS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS OR 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 HAVE NOT BEEN SATISFIED.
(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
REASONABLY BE EXPECTED TO 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
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, OTHER THAN THE SIGNING OF THIS AGREEMENT, WHICH WILL BE
PUBLICLY DISCLOSED IN THE PRESS RELEASE ISSUED PURSUANT TO SECTION 4.6.
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 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, CURRENT PROSPECTS, OPERATIONS OR FINANCIAL CONDITION, 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.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT NO PURCHASER MAKES OR