COMPANY IS NOT IN VIOLATION OF
ANY APPLICABLE STATUTE, LAW OR REGULATION RELATING TO THE ENVIRONMENT OR
OCCUPATIONAL HEALTH AND SAFETY, AND TO ITS KNOWLEDGE, NO MATERIAL EXPENDITURES
ARE OR WILL BE REQUIRED IN ORDER TO COMPLY WITH ANY SUCH EXISTING STATUTE, LAW
OR REGULATION.
EXCEPT AS SET FORTH IN THE SEC REPORTS, NO HAZARDOUS MATERIALS
(AS DEFINED BELOW) ARE USED OR HAVE BEEN USED, STORED, OR DISPOSED OF BY THE
COMPANY OR, TO THE COMPANY'S KNOWLEDGE, BY ANY OTHER PERSON OR ENTITY ON ANY
PROPERTY OWNED, LEASED OR USED BY THE COMPANY.
FOR THE PURPOSES OF THE
PRECEDING SENTENCE, "HAZARDOUS MATERIALS" SHALL MEAN (A) MATERIALS WHICH ARE
LISTED OR OTHERWISE DEFINED AS "HAZARDOUS" OR "TOXIC" UNDER ANY APPLICABLE
LOCAL, STATE, FEDERAL AND/OR FOREIGN LAWS AND REGULATIONS THAT GOVERN THE
EXISTENCE AND/OR REMEDY OF CONTAMINATION ON PROPERTY, THE PROTECTION OF THE
ENVIRONMENT FROM CONTAMINATION, THE CONTROL OF HAZARDOUS WASTES, OR OTHER
ACTIVITIES INVOLVING HAZARDOUS SUBSTANCES, INCLUDING BUILDING MATERIALS, OR (B)
ANY PETROLEUM PRODUCTS OR NUCLEAR MATERIALS.
4.18
VALID OFFERING.
ASSUMING THE ACCURACY OF THE REPRESENTATIONS AND
WARRANTIES OF THE PURCHASER CONTAINED IN THIS AGREEMENT, THE OFFER, SALE AND
ISSUANCE OF THE SECURITIES WILL BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND WILL HAVE
BEEN REGISTERED OR QUALIFIED (OR ARE EXEMPT FROM REGISTRATION AND QUALIFICATION)
UNDER THE REGISTRATION, PERMIT OR QUALIFICATION REQUIREMENTS OF ALL APPLICABLE
STATE SECURITIES LAWS.
NEITHER THE COMPANY NOR ANY AGENT ON ITS BEHALF HAS
SOLICITED OR
9
will solicit any offers to sell or has offered to sell or will offer to sell all
or any part of the Securities to any person or persons so as to bring the sale
of such Securities by the Company within the registration provisions of the
Securities Act or any state securities laws.
4.19
FULL DISCLOSURE.
THE COMPANY HAS PROVIDED THE PURCHASER WITH ALL
INFORMATION REQUESTED BY THE PURCHASER IN CONNECTION WITH ITS DECISION TO
PURCHASE THE PREFERRED STOCK AND WARRANT, INCLUDING ALL INFORMATION THE COMPANY
BELIEVES IS REASONABLY NECESSARY TO MAKE SUCH INVESTMENT DECISION.
TO THE
COMPANY'S KNOWLEDGE, NEITHER THIS AGREEMENT, THE EXHIBITS AND SCHEDULES HERETO,
THE RELATED AGREEMENTS NOR ANY OTHER DOCUMENT DELIVERED BY THE COMPANY TO
PURCHASER OR ITS ATTORNEYS OR AGENTS IN CONNECTION HEREWITH OR THEREWITH OR WITH
THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, CONTAIN ANY UNTRUE STATEMENT OF
A MATERIAL FACT NOR OMIT TO STATE A MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS CONTAINED HEREIN OR THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH
THEY ARE MADE, NOT MISLEADING.
ANY FINANCIAL PROJECTIONS AND OTHER ESTIMATES
PROVIDED TO THE PURCHASER BY THE COMPANY WERE BASED ON THE COMPANY'S EXPERIENCE
IN THE INDUSTRY AND ASSUMPTIONS OF FACT AND OPINION AS TO FUTURE EVENTS WHICH
THE COMPANY, AT THE DATE OF THE ISSUANCE OF SUCH PROJECTIONS OR ESTIMATES,
BELIEVED TO BE REASONABLE.
AS OF THE DATE HEREOF NO FACTS HAVE COME TO THE
ATTENTION OF THE COMPANY THAT WOULD, IN ITS OPINION, REQUIRE THE COMPANY