WITH
GAAP AND TO MAINTAIN ASSET ACCOUNTABILITY, (III) ACCESS TO ASSETS IS PERMITTED
ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION, AND (IV)
THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH THE EXISTING ASSETS AT
REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY
DIFFERENCES.
(V)
SARBANES-OXLEY; DISCLOSURE CONTROLS.
THE COMPANY IS IN COMPLIANCE
IN ALL MATERIAL RESPECTS WITH ALL OF THE PROVISIONS OF THE SARBANES-OXLEY ACT OF
2002 WHICH ARE APPLICABLE TO IT AS OF THE CLOSING DATE.
THE COMPANY HAS
ESTABLISHED DISCLOSURE CONTROLS AND PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES
13A-15(E) AND 15D-15(E)) FOR THE COMPANY AND DESIGNED SUCH DISCLOSURE CONTROLS
AND PROCEDURES TO ENSURE THAT MATERIAL INFORMATION RELATING TO THE COMPANY IS
MADE KNOWN TO THE CERTIFYING OFFICERS BY OTHERS WITHIN THOSE ENTITIES.
THE
COMPANY'S CERTIFYING OFFICERS HAVE EVALUATED THE EFFECTIVENESS OF ITS CONTROLS
AND PROCEDURES AS OF A DATE WITHIN 90 DAYS PRIOR TO THE FILING OF THE MOST
RECENTLY FILED PERIODIC REPORT UNDER THE EXCHANGE ACT (SUCH DATE, THE
"EVALUATION DATE").
THE COMPANY PRESENTED IN ITS MOST RECENTLY FILED PERIODIC
REPORT UNDER THE EXCHANGE ACT THE CONCLUSIONS OF THE CERTIFYING OFFICERS ABOUT
THE EFFECTIVENESS OF THE DISCLOSURE CONTROLS AND PROCEDURES BASED ON THEIR
EVALUATIONS AS OF THE EVALUATION DATE. SINCE SUCH DATE THERE HAVE BEEN NO
SIGNIFICANT CHANGES IN THE COMPANY'S INTERNAL CONTROLS (AS SUCH TERM IS DEFINED
IN ITEM 307(B) OF REGULATION S-K) OR, TO THE COMPANY'S KNOWLEDGE, IN OTHER
FACTORS THAT COULD SIGNIFICANTLY AFFECT THE COMPANY'S INTERNAL CONTROLS.
11
(W)
CERTAIN FEES.
NO PERSON OR ENTITY WILL HAVE, AS A RESULT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ANY VALID RIGHT, INTEREST OR CLAIM
AGAINST OR UPON THE COMPANY OR A PURCHASER FOR ANY COMMISSION, FEE OR OTHER
COMPENSATION PURSUANT TO ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING ENTERED
INTO BY OR ON BEHALF OF THE COMPANY, OTHER THAN [_______________] AS PLACEMENT
AGENT WITH RESPECT TO THE OFFER AND SALE OF THE SHARES (WHICH PLACEMENT AGENT
FEES ARE BEING PAID BY THE COMPANY). THE COMPANY SHALL PAY, AND HOLD EACH
PURCHASER HARMLESS AGAINST, ANY LIABILITY, LOSS OR EXPENSE (INCLUDING, WITHOUT
LIMITATION, ATTORNEY'S FEES AND OUT-OF-POCKET EXPENSES) ARISING IN CONNECTION
WITH ANY SUCH RIGHT, INTEREST OR CLAIM.
(X)
PRIVATE PLACEMENT. ASSUMING THE ACCURACY OF THE PURCHASERS'
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2 OF THIS AGREEMENT, NO
REGISTRATION UNDER THE SECURITIES ACT IS REQUIRED FOR THE OFFER AND SALE OF THE
SHARES BY THE COMPANY TO THE PURCHASERS UNDER THE TRANSACTION DOCUMENTS.
AS OF
THE DATE OF THIS AGREEMENT, THERE ARE NO OUTSTANDING REGISTRATION RIGHTS HELD BY
ANY HOLDER OF THE COMPANY'S SECURITIES.
(Y)
NO DIRECTED SELLING EFFORTS OR GENERAL SOLICITATION.
NEITHER THE
COMPANY, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF
HAS CONDUCTED ANY "GENERAL SOLICITATION" OR "GENERAL ADVERTISING" (AS THOSE
TERMS ARE USED IN REGULATION D) IN CONNECTION WITH THE OFFER OR SALE OF ANY OF
THE SHARES.
(Z)
NO INTEGRATED OFFERING.
ASSUMING THE ACCURACY OF THE PURCHASERS'
REPRESENTATIONS AND WARRANTIES SET