OF THE SECURITIES BY THE COMPANY TO THE
PURCHASERS AS CONTEMPLATED HEREBY.
THE ISSUANCE AND SALE OF THE SECURITIES
HEREUNDER DOES NOT CONTRAVENE THE RULES AND REGULATIONS OF THE TRADING MARKET.
(V) INVESTMENT COMPANY. THE COMPANY IS NOT, AND IS NOT AN AFFILIATE OF, AND
IMMEDIATELY AFTER RECEIPT OF PAYMENT FOR THE SECURITIES, WILL NOT BE OR BE AN
AFFILIATE OF, AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED.
THE COMPANY SHALL CONDUCT ITS BUSINESS IN A
MANNER SO THAT IT WILL NOT BECOME SUBJECT TO THE INVESTMENT COMPANY ACT.
(W) REGISTRATION RIGHTS.
OTHER THAN THE PURCHASERS, EXCEPT AS DESCRIBED IN
SCHEDULE 3.1(W), NO PERSON HAS ANY RIGHT TO CAUSE THE COMPANY TO EFFECT THE
REGISTRATION UNDER THE SECURITIES ACT OF ANY SECURITIES OF THE COMPANY.
THE
GRANTING AND PERFORMANCE OF THE REGISTRATION RIGHTS UNDER THE TRANSACTION
DOCUMENTS WILL NOT VIOLATE OR CONFLICT WITH, OR RESULT IN A BREACH OF ANY
PROVISION OF, OR CONSTITUTE A DEFAULT UNDER, ANY AGREEMENT, INDENTURE OR
INSTRUMENT TO WHICH THE COMPANY IS A PARTY.
(X) LISTING AND MAINTENANCE REQUIREMENTS.
THE COMPANY HAS NOT, IN THE 12 MONTHS
PRECEDING THE DATE HEREOF, RECEIVED NOTICE 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, AND HAS NO REASON TO BELIEVE THAT IT WILL NOT IN THE
FORESEEABLE FUTURE CONTINUE TO BE, IN COMPLIANCE WITH ALL SUCH LISTING AND
MAINTENANCE REQUIREMENTS.
(Y) APPLICATION OF TAKEOVER PROTECTIONS.
THE COMPANY AND ITS BOARD OF DIRECTORS
HAVE TAKEN ALL NECESSARY ACTION, IF ANY, IN ORDER TO RENDER INAPPLICABLE ANY
CONTROL SHARE ACQUISITION, BUSINESS COMBINATION, POISON PILL (INCLUDING ANY
DISTRIBUTION UNDER A RIGHTS AGREEMENT) OR OTHER SIMILAR ANTI-TAKEOVER PROVISION
UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION (OR SIMILAR CHARTER DOCUMENTS)
OR THE LAWS OF ITS STATE OF INCORPORATION THAT IS OR COULD BECOME APPLICABLE TO
SUCH PURCHASER AS A RESULT OF SUCH PURCHASER 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 SUCH PURCHASER'S OWNERSHIP OF THE SECURITIES.
(Z) DISCLOSURE.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT SUCH PURCHASER WILL
RELY ON THE FOREGOING REPRESENTATIONS AND COVENANTS IN EFFECTING TRANSACTIONS IN
SECURITIES OF THE
14
COMPANY.
ALL DISCLOSURE PROVIDED TO SUCH PURCHASER REGARDING THE COMPANY, ITS
BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE DISCLOSURE
SCHEDULES TO THIS AGREEMENT, FURNISHED BY OR ON BEHALF OF THE COMPANY WITH
RESPECT TO THE REPRESENTATIONS AND WARRANTIES MADE HEREIN ARE TRUE AND CORRECT
WITH RESPECT TO SUCH REPRESENTATIONS AND WARRANTIES AND DO 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 LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING. THE COMPANY ACKNOWLEDGES AND AGREES
THAT NO PURCHASER MAKES OR