WITHOUT LIMITATION,
DURING THE PERIODS THAT THE VALUE OF THE WARRANT SHARES DELIVERABLE WITH RESPECT
TO SECURITIES ARE BEING DETERMINED AND (B) SUCH HEDGING AND/OR TRADING
ACTIVITIES, IF ANY, CAN REDUCE THE VALUE OF THE EXISTING STOCKHOLDERS' EQUITY
INTEREST IN THE COMPANY BOTH AT AND AFTER THE TIME THE HEDGING AND/OR TRADING
ACTIVITIES ARE BEING CONDUCTED.
THE COMPANY ACKNOWLEDGES THAT SUCH
AFOREMENTIONED HEDGING AND/OR TRADING ACTIVITIES DO NOT CONSTITUTE A BREACH OF
THIS AGREEMENT, THE WARRANTS OR ANY OF THE DOCUMENTS EXECUTED IN CONNECTION
HEREWITH.
(II)
U.S. REAL PROPERTY HOLDING CORPORATION.
THE COMPANY IS NOT, NOR
HAS EVER BEEN, A U.S. REAL PROPERTY HOLDING CORPORATION WITHIN THE MEANING OF
SECTION 897 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND THE COMPANY
SHALL SO CERTIFY UPON BUYER'S REQUEST.
(JJ)
DISCLOSURE.
THE COMPANY CONFIRMS THAT NEITHER IT NOR ANY OTHER
PERSON ACTING ON ITS BEHALF HAS PROVIDED ANY OF THE BUYERS OR THEIR AGENTS OR
COUNSEL WITH ANY INFORMATION THAT CONSTITUTES MATERIAL, NONPUBLIC INFORMATION
CONCERNING THE COMPANY OR ITS SUBSIDIARIES OTHER THAN THE EXISTENCE OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH OF THE BUYERS WILL RELY ON THE
FOREGOING REPRESENTATIONS IN EFFECTING TRANSACTIONS IN SECURITIES OF THE
COMPANY.
ALL DISCLOSURE PROVIDED TO THE BUYERS REGARDING THE COMPANY, ITS
BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE SCHEDULES TO
THIS AGREEMENT, FURNISHED BY OR ON BEHALF OF THE COMPANY IS TRUE AND CORRECT AND
DOES NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
EACH
PRESS RELEASE ISSUED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES DURING THE TWELVE
(12) MONTHS PRECEDING THE DATE OF THIS AGREEMENT DID NOT AT THE TIME OF RELEASE
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
NO EVENT OR CIRCUMSTANCE HAS OCCURRED OR INFORMATION EXISTS WITH
RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ITS OR THEIR BUSINESS,
PROPERTIES, PROSPECTS, OPERATIONS OR FINANCIAL CONDITIONS, WHICH, UNDER
APPLICABLE LAW, RULE OR REGULATION, REQUIRES PUBLIC DISCLOSURE OR ANNOUNCEMENT
BY THE COMPANY BUT WHICH HAS NOT BEEN SO PUBLICLY ANNOUNCED OR DISCLOSED.
4.
COVENANTS.
(A)
BEST EFFORTS.
EACH PARTY SHALL USE ITS BEST EFFORTS TIMELY TO
SATISFY EACH OF THE CONDITIONS TO BE SATISFIED BY IT AS PROVIDED IN SECTIONS 6
AND 7 OF THIS AGREEMENT.
(B)
FORM D AND BLUE SKY.
THE COMPANY AGREES TO FILE A FORM D WITH
RESPECT TO THE SECURITIES AS REQUIRED UNDER REGULATION D AND TO PROVIDE A COPY
THEREOF TO EACH BUYER PROMPTLY AFTER SUCH FILING.
THE COMPANY SHALL, ON OR
BEFORE THE CLOSING DATE, TAKE SUCH ACTION AS THE COMPANY SHALL REASONABLY
DETERMINE