TRUE AND COMPLETE AS OF THE DATE HEREOF AND WILL BE
TRUE AND COMPLETE AS OF THE DATE ON WHICH THE COMPANY SHALL SELL THE NOTE TO THE
UNDERSIGNED.
IF, PRIOR TO THE FINAL CONSUMMATION OF THE OFFER AND SALE OF THE
NOTE, THERE SHOULD BE ANY CHANGE IN SUCH INFORMATION OR ANY OF SUCH INFORMATION
BECOMES INCORRECT OR INCOMPLETE, THE UNDERSIGNED AGREES TO NOTIFY AND SUPPLY
PROMPTLY CORRECTIVE INFORMATION TO THE COMPANY.
3.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
THE COMPANY HEREBY REPRESENTS AND WARRANTS TO THE UNDERSIGNED THAT:
(A)
ORGANIZATION AND QUALIFICATION.
THE
COMPANY AND ITS "SUBSIDIARIES" (WHICH FOR PURPOSES OF THIS AGREEMENT MEANS ANY
ENTITY IN WHICH THE COMPANY, DIRECTLY OR INDIRECTLY, OWNS CAPITAL STOCK OR HOLDS
AN EQUITY OR SIMILAR INTEREST) ARE CORPORATIONS OR OTHER LEGAL ENTITIES DULY
ORGANIZED AND VALIDLY EXISTING IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTIONS IN WHICH THEY ARE ORGANIZED, AS SET FORTH IN THE DISCLOSURE
SCHEDULE ATTACHED HERETO (THE "DISCLOSURE SCHEDULE"), AND HAVE THE REQUISITE
POWER AND AUTHORIZATION TO OWN THEIR PROPERTIES AND TO CARRY ON THEIR BUSINESS
AS NOW BEING CONDUCTED.
THE COMPANY AND EACH SUBSIDIARY IS DULY QUALIFIED AS A
FOREIGN CORPORATION OR OTHER LEGAL ENTITY TO DO BUSINESS AND IS IN GOOD STANDING
IN EVERY JURISDICTION IN WHICH ITS OWNERSHIP OF PROPERTY OR THE NATURE OF THE
BUSINESS CONDUCTED BY IT MAKES SUCH QUALIFICATION NECESSARY, AS SET FORTH IN THE
DISCLOSURE SCHEDULE, EXCEPT TO THE EXTENT THAT THE FAILURE TO BE SO QUALIFIED OR
BE IN GOOD STANDING WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
AS USED IN THIS
AGREEMENT, "MATERIAL ADVERSE EFFECT" MEANS ANY MATERIAL ADVERSE EFFECT ON THE
BUSINESS, PROPERTIES, ASSETS, OPERATIONS, RESULTS OF OPERATIONS, OR CONDITION
(FINANCIAL OR OTHERWISE) OF THE COMPANY AND ITS SUBSIDIARIES, TAKEN AS A WHOLE.
THE COMPANY HAS NO SUBSIDIARIES EXCEPT AS SET FORTH IN THE DISCLOSURE SCHEDULE
OR IN THE SEC DOCUMENTS (AS DEFINED BELOW).
(B)
AUTHORIZATION; ENFORCEMENT; VALIDITY.
THE
COMPANY HAS THE REQUISITE CORPORATE POWER AND AUTHORITY TO ENTER INTO AND
PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE NOTE (COLLECTIVELY, THE
"TRANSACTION DOCUMENTS") AND TO ISSUE THE SECURITIES IN ACCORDANCE WITH THE
TERMS HEREOF AND THEREOF.
THE EXECUTION AND DELIVERY OF THE TRANSACTION
DOCUMENTS BY THE COMPANY AND THE CONSUMMATION BY THE COMPANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, INCLUDING, WITHOUT LIMITATION, THE ISSUANCE OF
THE NOTE AND THE RESERVATION FOR ISSUANCE AND THE ISSUANCE OF THE REPAYMENT
SHARES, HAVE BEEN DULY AUTHORIZED BY THE COMPANY'S BOARD OF DIRECTORS AND NO
FURTHER CONSENT OR AUTHORIZATION IS REQUIRED BY THE COMPANY, ITS BOARD OF
DIRECTORS OR ITS STOCKHOLDERS.
THIS AGREEMENT AND THE NOTE HAVE BEEN DULY
EXECUTED AND DELIVERED BY THE COMPANY, AND CONSTITUTE THE LEGAL, VALID AND
BINDING OBLIGATIONS OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE
WITH THEIR RESPECTIVE TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY
GENERAL PRINCIPLES OF EQUITY OR APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, LIQUIDATION OR SIMILAR LAWS RELATING TO, OR
AFFECTING GENERALLY, THE ENFORCEMENT OF APPLICABLE CREDITORS' RIGHTS