SUBSIDIARIES HAS TIMELY
FILED ALL MATERIAL FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND FRANCHISE AND
OTHER TAX RETURNS REQUIRED TO BE FILED BY ANY JURISDICTION TO WHICH IT IS
SUBJECT AND HAS PAID ALL TAXES DUE IN ACCORDANCE THEREWITH, EXCEPT WHERE THE
FAILURE TO SO TIMELY FILE OR PAY WOULD NOT BE LIKELY TO RESULT IN A MATERIAL
ADVERSE EFFECT, AND NO TAX DEFICIENCY HAS BEEN DETERMINED ADVERSELY TO THE
COMPANY OR ANY OF ITS SUBSIDIARIES WHICH HAS HAD, NOR DOES THE COMPANY OR ANY OF
ITS SUBSIDIARIES HAVE ANY KNOWLEDGE OF ANY TAX DEFICIENCY WHICH, IF DETERMINED
ADVERSELY TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, WOULD REASONABLY BE
EXPECTED TO HAVE, A MATERIAL ADVERSE EFFECT.
2.17.
INVESTMENT COMPANY. THE COMPANY IS NOT AN "INVESTMENT COMPANY"
WITHIN THE MEANING OF SUCH TERM UNDER THE INVESTMENT COMPANY ACT OF 1940 AND THE
RULES AND REGULATIONS OF THE SEC THEREUNDER.
2.18.
NO REGISTRATION, INTEGRATION, ETC. ASSUMING (I) THE ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES MADE BY, AND COMPLIANCE WITH THE COVENANTS OF,
THE INVESTOR IN ARTICLE 3 HEREOF AND OF ALL OTHER INVESTORS IN THEIR RESPECTIVE
STOCK PURCHASE AGREEMENTS, AND (II) THAT THE PLACEMENT AGENTS (AS DEFINED IN
SECTION 3.9), HAVE CONDUCTED ALL OF THEIR ACTIVITIES IN RELATION TO THE OFFERING
IN A MANNER PERMITTED BY ALL APPLICABLE FEDERAL AND STATE SECURITIES OR OTHER
APPLICABLE LAWS AND IN A MANNER CONSISTENT WITH THE COMPANY'S ABILITY TO RELY
UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY REGULATION D AND SECTION 4(2)
OF THE SECURITIES ACT, NO REGISTRATION OF THE SHARES UNDER THE SECURITIES ACT IS
REQUIRED IN CONNECTION WITH THE OFFER AND SALE OF THE SHARES BY THE COMPANY TO
THE INVESTORS AS CONTEMPLATED BY THIS AGREEMENT.
THE COMPANY IS CURRENTLY
ELIGIBLE TO REGISTER THE RESALE OF COMMON STOCK BY THE INVESTOR PURSUANT TO A
REGISTRATION STATEMENT ON FORM S-3 UNDER THE SECURITIES ACT.
2.19.
TRANSACTIONS WITH AFFILIATES AND EMPLOYEES. EXCEPT AS DISCLOSED IN
THE SEC DOCUMENTS, NONE OF THE OFFICERS OR DIRECTORS OF THE COMPANY AND, TO THE
KNOWLEDGE OF THE COMPANY, NONE OF THE EMPLOYEES OF THE COMPANY IS PRESENTLY A
PARTY TO ANY TRANSACTION WITH THE COMPANY OR ANY SUBSIDIARY (OTHER THAN FOR
SERVICES AS EMPLOYEES, OFFICERS AND DIRECTORS), INCLUDING ANY CONTRACT,
AGREEMENT OR OTHER ARRANGEMENT PROVIDING FOR THE FURNISHING OF SERVICES
7
TO OR BY, PROVIDING FOR RENTAL OF REAL OR PERSONAL PROPERTY TO OR FROM, OR
OTHERWISE REQUIRING PAYMENTS TO OR FROM ANY OFFICER, DIRECTOR OR SUCH EMPLOYEE
OR, TO THE KNOWLEDGE OF THE COMPANY, ANY ENTITY IN WHICH ANY OFFICER, DIRECTOR,
OR ANY SUCH EMPLOYEE HAS A SUBSTANTIAL INTEREST OR IS AN OFFICER, DIRECTOR,
TRUSTEE OR PARTNER.
2.20.
DISCLOSURE. THE COMPANY UNDERSTANDS AND CONFIRMS THAT THE INVESTOR
WILL RELY ON THE FOREGOING REPRESENTATIONS AND COVENANTS IN EFFECTING
TRANSACTIONS IN THE SECURITIES OF THE COMPANY.
ALL DISCLOSURE PROVIDED TO THE
INVESTOR REGARDING THE COMPANY, ITS BUSINESS AND THE TRANSACTIONS CONTEMPLATED
HEREBY FURNISHED BY OR ON BEHALF OF THE COMPANY ARE TRUE AND CORRECT AND DO NOT
CONTAIN