A
REGISTRATION STATEMENT WITH THE SEC ON FORM S-1 (THE "NOVEMBER REGISTRATION
STATEMENT") FOR THE COMMON STOCK ISSUED IN CONNECTION WITH THE JULY 19, 2005,
MARCH 10, 2006 AND JUNE 30, 2006 PRIVATE PLACEMENTS, AND FOR WHICH NOTICE OF
EFFECTIVENESS WAS RECEIVED BY THE COMPANY ON NOVEMBER 8, 2006.
THE COMPANY HAS
FURTHER FILED A REGISTRATION STATEMENT WITH THE SEC ON FORM S-1 ON NOVEMBER 30,
2006 (AS AMENDED ON DECEMBER 7, 2006) FOR SECURITIES ISSUED TO SHAREHOLDERS OF
THE COMPANY PRIOR TO SEPTEMBER 9, 2004, ALONG WITH CERTAIN OTHER SHAREHOLDERS,
AND FOR WHICH NOTICE OF EFFECTIVENESS WAS RECEIVED BY THE COMPANY ON DECEMBER
15, 2006.
THE COMPANY HAS SUBMITTED AN APPLICATION FOR LISTING ITS COMMON STOCK
ON THE AMERICAN STOCK EXCHANGE.
2.26
NO ANTI-DILUTION RIGHTS.
EXCEPT AS SET FORTH ON SCHEDULE 2.26, THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT TRIGGER ANY ANTI-DILUTION PROVISIONS
CONTAINED IN ANY EXISTING AGREEMENTS.
2.27
FULL DISCLOSURE.
NONE OF THIS AGREEMENT, ANY SCHEDULE, EXHIBIT OR
CERTIFICATE OF THE COMPANY MADE OR DELIVERED PURSUANT TO THIS AGREEMENT CONTAINS
OR WILL CONTAIN ANY UNTRUE STATEMENT OF FACT, OR OMITS OR WILL OMIT TO STATE A
MATERIAL FACT THE ABSENCE OF WHICH MAKES SUCH REPRESENTATION, WARRANTY OR OTHER
STATEMENT MISLEADING.
SECTION 3.
REPRESENTATIONS AND WARRANTIES OF IFC.
IFC HEREBY MAKES THE
FOLLOWING REPRESENTATIONS AND WARRANTIES:
3.1
ORGANIZATION.
IFC IS DULY ORGANIZED AND VALIDLY EXISTING.
3.2
AUTHORITY.
IFC HAS THE CORPORATE AUTHORITY TO EXECUTE AND DELIVER
THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
3.3
INVESTMENT INTENT.
IFC IS ACQUIRING THE SHARES FOR ITS OWN
ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH,
ANY "DISTRIBUTION" THEREOF FOR PURPOSES OF THE SECURITIES ACT.
IFC IS AN
"ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN REGULATION D UNDER THE
SECURITIES ACT.
IFC ACKNOWLEDGES THAT THE SHARES SHALL BE "RESTRICTED
SECURITIES" WITHIN THE MEANING OF RULE 144 ("RULE 144") UNDER THE SECURITIES
ACT, WILL CONTAIN A TRANSFER RESTRICTION LEGEND AND MAY ONLY BE RESOLD PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT FILED WITH THE SEC UNDER THE SECURITIES
ACT, OR PURSUANT TO RULE 144 OR ANOTHER VALID EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AS ESTABLISHED BY AN OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY.
3.4
INVESTIGATION.
IFC ACKNOWLEDGES THAT IT HAS BEEN GIVEN FULL
ACCESS BY THE COMPANY TO ALL INFORMATION CONCERNING THE BUSINESS AND FINANCIAL
CONDITION, PROPERTIES, OPERATIONS AND PROSPECTS OF THE COMPANY THAT IFC HAS
DEEMED RELEVANT FOR PURPOSES OF MAKING THE INVESTMENT CONTEMPLATED BY THIS
AGREEMENT. BY REASON OF IFC'S KNOWLEDGE AND EXPERIENCE
10
IN FINANCIAL AND BUSINESS MATTERS IN GENERAL, THE BUSINESS OF THE COMPANY AND
INVESTMENTS OF THE TYPE CONTEMPLATED BY THIS AGREEMENT IN PARTICULAR, IFC IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF MAKING THE INVESTMENT IN THE
SHARES AND IS ABLE TO BEAR THE ECONOMIC RISK OF THE INVESTMENT (INCLUDING A
COMPLETE LOSS OF ITS INVESTMENT IN THE SHARES). SUBJECT TO THE TRUTH AND
ACCURACY OF THE REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY HEREUNDER