EXERCISE OF OUTSTANDING COMMON STOCK EQUIVALENTS.
NO PERSON
HAS ANY RIGHT OF FIRST REFUSAL, PREEMPTIVE RIGHT, RIGHT OF PARTICIPATION, OR ANY
SIMILAR RIGHT TO PARTICIPATE IN THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
THE ISSUE AND SALE OF THE SHARES 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. NO FURTHER APPROVAL OR AUTHORIZATION OF ANY STOCKHOLDER, THE BOARD
OF DIRECTORS OF THE COMPANY OR OTHERS IS REQUIRED FOR THE ISSUANCE AND SALE OF
THE SHARES.
(G)
CERTAIN FEES.
NO BROKERAGE OR FINDER'S FEES OR COMMISSIONS ARE OR
WILL BE PAYABLE BY THE COMPANY TO ANY BROKER, FINANCIAL ADVISOR OR CONSULTANT,
FINDER, PLACEMENT AGENT, INVESTMENT BANKER, BANK OR OTHER PERSON WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OTHER THAN A FEE TO CORPFIN
INC. IN CONNECTION WITH THE SALE OF THE SHARES AT THE CLOSING.
THE PURCHASERS
SHALL HAVE NO OBLIGATION WITH RESPECT TO ANY FEES OR WITH RESPECT TO ANY CLAIMS
MADE BY OR ON BEHALF OF OTHER PERSONS FOR FEES OF A TYPE CONTEMPLATED IN THIS
SECTION THAT MAY BE DUE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(H)
DISCLOSURE.
THE COMPANY CONFIRMS THAT, NEITHER THE COMPANY NOR
ANY OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY ACTING ON ITS BEHALF HAS
PROVIDED ANY OF THE PURCHASERS OR THEIR AGENTS OR COUNSEL WITH ANY INFORMATION
THAT CONSTITUTES OR MIGHT CONSTITUTE MATERIAL, NON-PUBLIC INFORMATION.
THE
COMPANY UNDERSTANDS AND CONFIRMS THAT THE PURCHASERS WILL RELY ON THE FOREGOING
REPRESENTATIONS AND COVENANTS IN EFFECTING TRANSACTIONS IN SECURITIES OF THE
COMPANY.
ALL DISCLOSURE PROVIDED TO THE PURCHASERS REGARDING THE COMPANY, ITS
BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY FURNISHED BY OR ON BEHALF OF
THE COMPANY, INCLUDING THE PROSPECTUS SUPPLEMENT DELIVERED AT THE CLOSING, WITH
RESPECT TO THE REPRESENTATIONS AND WARRANTIES MADE HEREIN ARE TRUE AND CORRECT
WITH RESPECT TO SUCH REPRESENTATIONS AND WARRANTIES 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 LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING. THE COMPANY ACKNOWLEDGES AND AGREES
THAT NO PURCHASER MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY
SET FORTH IN SECTION 3.2 HEREOF.
8
(I)
EFFECTIVE REGISTRATION STATEMENT.
THE REGISTRATION STATEMENT HAS
BEEN DECLARED EFFECTIVE BY THE COMMISSION, IS EFFECTIVE AS OF THE DATE HEREOF,
AND THE COMPANY KNOWS OF NO REASON WHY THE REGISTRATION STATEMENT WILL NOT
CONTINUE TO REMAIN EFFECTIVE FOR THE FORESEEABLE FUTURE.
(J)
ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF SHARES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE PURCHASERS IS ACTING SOLELY IN
THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.
THE COMPANY FURTHER ACKNOWLEDGES THAT NO