PROVISIONS OF THE
SARBANES-OXLEY ACT OF 2002 WHICH ARE APPLICABLE TO IT AS OF THE CLOSING DATE.
THE COMPANY AND THE SUBSIDIARIES MAINTAIN A SYSTEM OF INTERNAL ACCOUNTING
CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I) TRANSACTIONS ARE
EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATIONS,
(II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION OF FINANCIAL
STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN ASSET ACCOUNTABILITY, (III)
ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATION, AND (IV) THE RECORDED ACCOUNTABILITY FOR ASSETS IS
COMPARED WITH THE EXISTING ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION
IS TAKEN WITH RESPECT TO ANY DIFFERENCES. THE COMPANY HAS ESTABLISHED DISCLOSURE
CONTROLS AND PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES 13A-15(E) AND
15D-15(E)) FOR THE COMPANY AND DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES
TO ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY, INCLUDING ITS
SUBSIDIARIES, IS MADE KNOWN TO THE CERTIFYING OFFICERS BY OTHERS
12
WITHIN THOSE ENTITIES, PARTICULARLY DURING THE PERIOD IN WHICH THE COMPANY'S
MOST RECENTLY FILED PERIODIC REPORT UNDER THE EXCHANGE ACT, AS THE CASE MAY BE,
IS BEING PREPARED.
THE COMPANY'S CERTIFYING OFFICERS HAVE EVALUATED THE
EFFECTIVENESS OF THE COMPANY'S CONTROLS AND PROCEDURES AS OF THE DATE PRIOR TO
THE FILING DATE OF THE MOST RECENTLY FILED PERIODIC REPORT UNDER THE EXCHANGE
ACT (SUCH DATE, THE "EVALUATION DATE").
THE COMPANY PRESENTED IN ITS MOST
RECENTLY FILED PERIODIC REPORT UNDER THE EXCHANGE ACT THE CONCLUSIONS OF THE
CERTIFYING OFFICERS ABOUT THE EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND
PROCEDURES BASED ON THEIR EVALUATIONS AS OF THE EVALUATION DATE.
SINCE THE
EVALUATION DATE, THERE HAVE BEEN NO SIGNIFICANT CHANGES IN THE COMPANY'S
INTERNAL CONTROLS (AS SUCH TERM IS DEFINED IN ITEM 307(B) OF REGULATION S-K
UNDER THE EXCHANGE ACT) OR, TO THE KNOWLEDGE OF THE COMPANY, IN OTHER FACTORS
THAT COULD SIGNIFICANTLY AFFECT THE COMPANY'S INTERNAL CONTROLS.
(S)
CERTAIN FEES.
OTHER THAN FEES OR
COMMISSIONS PAYABLE TO DAWSON JAMES SECURITIES, 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 THE TRANSACTION
DOCUMENTS.
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 THE TRANSACTION DOCUMENTS.
(T)
PRIVATE PLACEMENT.
ASSUMING THE ACCURACY
OF THE PURCHASERS REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2, NO
REGISTRATION UNDER THE SECURITIES ACT IS REQUIRED FOR THE OFFER AND SALE OF THE
SHARES BY THE COMPANY TO THE PURCHASERS AS CONTEMPLATED HEREBY. THE ISSUANCE AND
SALE OF THE SHARES HEREUNDER DOES NOT CONTRAVENE THE RULES AND REGULATIONS OF
THE TRADING MARKET.
(U)
INVESTMENT COMPANY. THE COMPANY IS NOT, AND
IS NOT AN AFFILIATE OF, AND IMMEDIATELY AFTER RECEIPT OF PAYMENT FOR THE
SECURITIES, WILL NOT BE