HAS ISSUED AND OUTSTANDING WARRANTS TO PURCHASE AN AGGREGATE OF
9,279,127 SHARES OF COMMON STOCK.
(B)
EXCLUDING THE PURCHASED SHARES, THE WARRANTS, THE ADDITIONAL
WARRANTS AND THE UNDERLYING SHARES, THE NUMBER OF SHARES AND TYPE OF ALL
AUTHORIZED, ISSUED AND OUTSTANDING CAPITAL STOCK, OPTIONS AND OTHER SECURITIES
OF THE COMPANY (WHETHER OR NOT PRESENTLY CONVERTIBLE INTO OR EXERCISABLE OR
EXCHANGEABLE FOR SHARES OF CAPITAL STOCK OF THE COMPANY) IS SET FORTH IN SECTION
3.7(B)
16
OF THE COMPANY DISCLOSURE SCHEDULE. ALL OUTSTANDING SHARES OF CAPITAL STOCK ARE
DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE AND HAVE BEEN
ISSUED IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS. EXCEPT AS A RESULT OF
THE PURCHASE AND SALE OF THE PURCHASED SHARES AND THE WARRANTS AND EXCEPT AS
DISCLOSED IN SECTION 3.7(B) AND 3.7(C) OF THE COMPANY DISCLOSURE SCHEDULE, THERE
ARE NO OUTSTANDING OPTIONS, WARRANTS, SCRIPT RIGHTS TO SUBSCRIBE TO, CALLS OR
COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO, OR SECURITIES, RIGHTS OR
OBLIGATIONS CONVERTIBLE INTO OR EXCHANGEABLE FOR, OR GIVING ANY PERSON ANY RIGHT
TO SUBSCRIBE FOR OR ACQUIRE, ANY SHARES OF COMMON STOCK, OR CONTRACTS,
COMMITMENTS, UNDERSTANDINGS OR ARRANGEMENTS BY WHICH THE COMPANY OR ANY
SUBSIDIARY IS OR MAY BECOME BOUND TO ISSUE ADDITIONAL SHARES OF COMMON STOCK, OR
SECURITIES OR RIGHTS CONVERTIBLE OR EXCHANGEABLE INTO SHARES OF COMMON STOCK.
EXCEPT AS SET FORTH ON SECTION 3.7(B) OF THE COMPANY DISCLOSURE SCHEDULE, THE
ISSUANCE AND SALE OF THE PURCHASED SHARES, THE WARRANTS, AND THE ADDITIONAL
WARRANTS AND THE ISSUANCE OF THE UNDERLYING SHARES UPON EXERCISE OR CONVERSION
THEREOF WILL NOT OBLIGATE THE COMPANY TO ISSUE SHARES OF COMMON STOCK OR OTHER
SECURITIES TO ANY PERSON (OTHER THAN THE PURCHASERS) AND WILL NOT RESULT IN A
RIGHT OF ANY HOLDER OF COMPANY SECURITIES TO ADJUST THE EXERCISE, CONVERSION,
EXCHANGE OR RESET PRICE UNDER SUCH SECURITIES. EXCEPT AS SET FORTH ON SECTION
3.7(B) OF THE COMPANY DISCLOSURE SCHEDULE, NO ANTI-DILUTION RIGHTS OF ANY
CAPITAL STOCK OR OTHER SECURITIES ISSUED BY THE COMPANY SHALL BE TRIGGERED AS A
RESULT OF THE TRANSACTIONS CONTEMPLATED HEREBY. TO THE KNOWLEDGE OF THE COMPANY,
EXCEPT AS SPECIFICALLY DISCLOSED IN SECTION 3.7(B) OF THE COMPANY DISCLOSURE
SCHEDULE, NO PERSON OR GROUP OF RELATED PERSONS BENEFICIALLY OWNS (AS DETERMINED
PURSUANT TO RULE 13D-3 UNDER THE EXCHANGE ACT), OR HAS THE RIGHT TO ACQUIRE, BY
AGREEMENT WITH OR BY OBLIGATION BINDING UPON THE COMPANY, BENEFICIAL OWNERSHIP
OF IN EXCESS OF 5% OF THE OUTSTANDING COMMON STOCK, IGNORING FOR SUCH PURPOSES
ANY LIMITATION ON THE NUMBER OF SHARES OF COMMON STOCK THAT MAY BE OWNED AT ANY
SINGLE TIME.
(C)
SET FORTH IN SECTION 3.7(C) OF THE COMPANY DISCLOSURE SCHEDULE IS
A COMPLETE AND ACCURATE LIST OF ALL SECURITIES OF THE COMPANY THAT ARE ENTITLED
TO PREEMPTIVE, REGISTRATION OR SIMILAR RIGHTS ACCOMPANIED BY A DESCRIPTION OF
SUCH RIGHTS. NO PERSON HAS ANY RIGHT OF (I) FIRST REFUSAL, PREEMPTIVE RIGHT,
RIGHT OF PARTICIPATION, OR ANY SIMILAR RIGHT TO PARTICIPATE IN THE ISSUANCE AND
SALE OF THE PURCHASED SHARES, WARRANTS AND THE ADDITIONAL