SECURITIES ACT.
(S)
LISTING AND MAINTENANCE REQUIREMENTS.
THE COMPANY HAS NOT, IN THE TWELVE
MONTHS PRECEDING THE DATE HEREOF, RECEIVED NOTICE (WRITTEN OR ORAL) FROM ANY
TRADING MARKET ON WHICH THE COMMON STOCK IS OR HAS BEEN LISTED OR QUOTED TO THE
EFFECT THAT THE COMPANY IS NOT IN COMPLIANCE WITH THE LISTING OR MAINTENANCE
REQUIREMENTS OF SUCH TRADING MARKET.
THE COMPANY IS IN COMPLIANCE WITH ALL SUCH
LISTING AND MAINTENANCE REQUIREMENTS.
(T)
REGISTRATION RIGHTS.
THE COMPANY HAS NOT GRANTED OR AGREED TO GRANT TO
ANY PERSON ANY RIGHTS (INCLUDING "PIGGY-BACK" REGISTRATION RIGHTS) TO HAVE ANY
SECURITIES OF THE COMPANY REGISTERED WITH THE SEC OR ANY OTHER GOVERNMENTAL
AUTHORITY THAT HAVE NOT BEEN SATISFIED OR WAIVED.
(U)
APPLICATION OF TAKEOVER PROTECTIONS.
THERE IS NO CONTROL SHARE
ACQUISITION, BUSINESS COMBINATION, POISON PILL (INCLUDING ANY DISTRIBUTION UNDER
A RIGHTS AGREEMENT) OR OTHER SIMILAR ANTI-TAKEOVER PROVISION UNDER THE COMPANY'S
CHARTER DOCUMENTS OR THE LAWS OF ITS STATE OF INCORPORATION THAT IS OR WOULD
BECOME APPLICABLE TO ANY OF THE INVESTORS AS A RESULT OF THE INVESTORS AND THE
COMPANY FULFILLING THEIR OBLIGATIONS OR EXERCISING THEIR RIGHTS UNDER THE
TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF THE
COMPANY'S ISSUANCE OF THE SECURITIES AND THE INVESTORS' OWNERSHIP OF THE
SECURITIES.
(V)
DISCLOSURE.
NEITHER THIS AGREEMENT, NOR ANY OF THE TRANSACTION DOCUMENTS,
CERTIFICATES OR OTHER DOCUMENTS MADE OR DELIVERED AT THE CLOSING, CONTAINS ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY
TO MAKE THE STATEMENTS HEREIN OR THEREIN NOT MISLEADING.
(W)
ACKNOWLEDGMENT REGARDING INVESTORS' PURCHASE OF SECURITIES.
BASED UPON THE
ASSUMPTION THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE CONSUMMATED
IN ALL MATERIAL RESPECTS IN CONFORMITY WITH THE TRANSACTION DOCUMENTS, THE
COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE INVESTORS IS ACTING SOLELY IN
THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THE
10
TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
THE
COMPANY FURTHER ACKNOWLEDGES THAT NO INVESTOR IS ACTING AS A FINANCIAL ADVISOR
OR FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND ANY ADVICE GIVEN BY ANY
INVESTOR OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AGENTS IN CONNECTION WITH
THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
IS MERELY INCIDENTAL TO THE INVESTORS' PURCHASE OF THE SECURITIES.
THE COMPANY
FURTHER REPRESENTS TO EACH INVESTOR THAT THE COMPANY'S DECISION TO ENTER INTO
THIS AGREEMENT HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY THE COMPANY AND ITS REPRESENTATIVES.
(X)
INSURANCE.
THE COMPANY AND THE SIGNIFICANT SUBSIDIARIES ARE INSURED BY
INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS
AND IN SUCH AMOUNTS AS ARE PRUDENT AND CUSTOMARY IN THE BUSINESSES AND LOCATION
IN WHICH THE COMPANY AND THE SIGNIFICANT SUBSIDIARIES ARE ENGAGED.
NEITHER THE
COMPANY NOR ANY SIGNIFICANT SUBSIDIARY HAS ANY KNOWLEDGE THAT IT WILL NOT BE
ABLE TO RENEW ITS EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES
OR TO