IN THE CASE OF LEASED PROPERTIES AND ASSETS, VALID
LEASEHOLD INTERESTS IN, FREE AND CLEAR OF ALL MORTGAGES, LIENS, PLEDGES, CHARGES
OR ENCUMBRANCES OF ANY KIND OR CHARACTER, EXCEPT LIENS THAT IN THE AGGREGATE
WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON ORGANIC. THE PLANTS, PROPERTY AND
EQUIPMENT OF ORGANIC THAT ARE USED IN THE OPERATIONS OF ITS BUSINESS ARE IN GOOD
OPERATING CONDITION AND REPAIR, EXCEPT WHERE THE FAILURE TO BE IN GOOD OPERATING
CONDITION OR REPAIR WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(J)
LABOR MATTERS.
ORGANIC IS NOT A PARTY TO ANY COLLECTIVE
BARGAINING AGREEMENT OR OTHER LABOR UNION CONTRACT APPLICABLE TO PERSONS
EMPLOYED BY ORGANIC NOR DOES ORGANIC KNOW OF ANY ACTIVITIES OR PROCEEDINGS OF
ANY LABOR UNION TO ORGANIZE ANY SUCH EMPLOYEES.
(K)
INSURANCE.
ORGANIC HAS POLICIES OF INSURANCE AND BONDS OF THE
TYPE AND IN AMOUNTS CUSTOMARILY CARRIED BY PERSONS CONDUCTING BUSINESSES OR
OWNING ASSETS SIMILAR TO THOSE OF ORGANIC. THERE IS NO CLAIM PENDING UNDER ANY
OF SUCH POLICIES OR BONDS AS TO WHICH COVERAGE HAS BEEN QUESTIONED, DENIED OR
DISPUTED BY THE UNDERWRITERS OF SUCH POLICIES OR BONDS. ALL PREMIUMS DUE AND
PAYABLE UNDER ALL SUCH POLICIES AND BONDS HAVE BEEN PAID AND ORGANIC ARE
OTHERWISE IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE TERMS OF SUCH POLICIES
AND BONDS. ORGANIC HAS NO KNOWLEDGE OF ANY THREATENED TERMINATION OF, OR
MATERIAL PREMIUM INCREASE WITH RESPECT TO, ANY OF SUCH POLICIES.
(L)
COMPLIANCE WITH LAWS.
TO ORGANIC'S KNOWLEDGE, ORGANIC HAS
COMPLIED WITH, IS NOT IN VIOLATION OF, AND HAS NOT RECEIVED ANY NOTICES OF
VIOLATION WITH RESPECT TO, ANY FEDERAL, STATE, LOCAL OR FOREIGN STATUTE, LAW OR
REGULATION WITH RESPECT TO THE CONDUCT OF ITS
17
BUSINESS, OR THE OWNERSHIP OR OPERATION OF ITS BUSINESS, EXCEPT FOR SUCH
VIOLATIONS OR FAILURES TO COMPLY AS COULD NOT BE REASONABLY EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT ON ORGANIC.
(m)
Representations Complete.
None of the representations or
warranties made by Organic herein contains any untrue statement of a material
fact, or omits to state any material fact necessary in order to make the
statements contained herein or therein, in the light of the circumstances under
which made, not misleading.
6.
USE OF PROCEEDS
The Company shall use the net proceeds from the offering of the Units to support
the Organic business plan (which includes, among other things, making
acquisitions) and for working capital and general corporate purposes.
7.
REGISTRATION RIGHTS
(A)
THE COMPANY SHALL FILE A REGISTRATION
STATEMENT (THE "REGISTRATION STATEMENT") WITH THE SEC COVERING THE RESALE OF THE
SHARES OF COMMON STOCK UNDERLYING THE UNITS (THE "UNIT SHARES") AND THE SHARES
OF COMMON STOCK INTO WHICH THE WARRANTS ARE EXERCISABLE (THE "WARRANT SHARES"),
ON OR AROUND, BUT NO LATER THAN, NINETY (90) DAYS AFTER THE CLOSING DATE (THE
"FILING DATE").
THE COMPANY SHALL USE ITS BEST EFFORTS TO HAVE THE REGISTRATION
STATEMENT DECLARED EFFECTIVE BY THE SEC AS SOON AS POSSIBLE AFTER THE FILING
DATE.
(B)
IF THE COMPANY FAILS TO FILE THE