AND NON-ASSESSABLE SHARES OF
COMMON STOCK OF THE COMPANY.
THE COMPANY HAS RESERVED, AND WILL RESERVE AT ALL
TIMES THAT THE WARRANTS, AND ALL WARRANTS ISSUED TO THE PLACEMENT AGENT, REMAIN
OUTSTANDING, SUCH NUMBER OF SHARES OF COMMON STOCK SUFFICIENT TO ENABLE THE FULL
EXERCISE OF THE WARRANTS AND ALL WARRANTS ISSUED TO THE PLACEMENT AGENT.
(4)
AUTHORIZATION; ENFORCEABILITY.
THE COMPANY
HAS ALL CORPORATE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
ALL CORPORATE ACTION ON THE
PART OF THE COMPANY, ITS DIRECTORS AND STOCKHOLDERS NECESSARY FOR THE
AUTHORIZATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE
COMPANY, THE AUTHORIZATION, SALE, ISSUANCE AND DELIVERY OF THE SECURITIES
CONTEMPLATED HEREIN AND THE PERFORMANCE OF THE COMPANY'S OBLIGATIONS HEREUNDER
HAS BEEN TAKEN.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE
COMPANY AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY,
ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS AND SUBJECT TO LAWS
OF GENERAL APPLICATION RELATING TO BANKRUPTCY, INSOLVENCY AND THE RELIEF OF
DEBTORS AND RULES OF LAW GOVERNING SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR
OTHER EQUITABLE REMEDIES, AND TO LIMITATIONS OF PUBLIC POLICY.
THE ISSUANCE AND
SALE OF THE SECURITIES CONTEMPLATED HEREBY WILL NOT GIVE RISE TO ANY PREEMPTIVE
RIGHTS OR RIGHTS OF FIRST REFUSAL ON BEHALF OF ANY PERSON.
(5)
NO CONFLICT; GOVERNMENTAL AND OTHER
CONSENTS.
(A)
THE EXECUTION AND DELIVERY BY THE COMPANY
OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY
WILL NOT (I) RESULT IN THE VIOLATION OF ANY LAW, STATUTE, RULE, REGULATION,
ORDER, WRIT, INJUNCTION, JUDGMENT OR DECREE OF ANY COURT OR GOVERNMENTAL
AUTHORITY TO OR BY WHICH THE COMPANY IS BOUND, (II) RESULT IN THE VIOLATION OF
ANY PROVISION OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OR
AMENDED AND RESTATED BYLAWS OF THE COMPANY, AND (III) CONFLICT WITH, OR RESULT
IN A BREACH OR VIOLATION OF, ANY OF THE TERMS OR PROVISIONS OF, OR CONSTITUTE
(WITH DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT UNDER, ANY LEASE, LOAN
AGREEMENT, MORTGAGE, SECURITY AGREEMENT, TRUST INDENTURE OR OTHER AGREEMENT OR
INSTRUMENT TO WHICH THE COMPANY IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH
ANY OF ITS PROPERTIES OR ASSETS IS SUBJECT, NOR RESULT IN THE CREATION OR
IMPOSITION OF ANY LIEN UPON ANY OF THE PROPERTIES OR ASSETS OF THE COMPANY,
EXCEPT TO THE EXTENT THAT ANY SUCH VIOLATION, CONFLICT OR BREACH REFERRED TO IN
CLAUSES (I) AND (III) WOULD NOT BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE
EFFECT.
(B)
NO CONSENT, APPROVAL, AUTHORIZATION OR OTHER
ORDER OF ANY GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY IS REQUIRED TO BE
OBTAINED BY THE COMPANY IN CONNECTION WITH THE AUTHORIZATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT OR WITH THE AUTHORIZATION, ISSUE AND SALE OF THE
SECURITIES, EXCEPT SUCH POST-CLOSING FILINGS AS MAY BE REQUIRED TO BE MADE WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), AMEX AND ANY STATE OR
FOREIGN BLUE SKY OR SECURITIES REGULATORY