BY THE
TRANSACTION DOCUMENTS IN ACCORDANCE WITH THEIR TERMS, THE ABSENCE OF WHICH WOULD
HAVE A MATERIAL ADVERSE EFFECT, HAVE BEEN OBTAINED OR EFFECTED ON OR PRIOR TO
THE CLOSING DATE.
THE COMPANY AND ITS SUBSIDIARIES ARE UNAWARE OF ANY FACTS OR
CIRCUMSTANCES WHICH MIGHT REASONABLY BE EXPECTED TO PREVENT THE COMPANY FROM
OBTAINING OR EFFECTING ANY OF THE FOREGOING.
THE COMPANY IS NOT IN VIOLATION OF
THE LISTING REQUIREMENTS OF THE PRINCIPAL MARKET AND HAS NO KNOWLEDGE OF ANY
FACTS WHICH COULD REASONABLY LEAD TO DELISTING OR SUSPENSION OF THE COMMON STOCK
IN THE FORESEEABLE FUTURE.
(F)
ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE OF SECURITIES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT EACH BUYER IS ACTING SOLELY IN THE CAPACITY
OF ARM'S LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND THAT NO BUYER IS AN OFFICER OR
DIRECTOR OF THE COMPANY.
THE COMPANY FURTHER ACKNOWLEDGES THAT NO BUYER IS
ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR
CAPACITY) WITH RESPECT TO THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, AND ANY ADVICE GIVEN BY A BUYER OR ANY OF ITS
REPRESENTATIVES OR AGENTS IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IS MERELY INCIDENTAL TO SUCH
BUYER'S PURCHASE OF THE SECURITIES.
THE COMPANY FURTHER REPRESENTS TO EACH
BUYER THAT THE COMPANY'S DECISION TO ENTER INTO THE TRANSACTION DOCUMENTS HAS
BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION BY THE COMPANY AND ITS
REPRESENTATIVES.
7
(G)
NO GENERAL SOLICITATION; PLACEMENT AGENT.
NEITHER THE COMPANY,
NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF, HAS
ENGAGED IN ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING (WITHIN THE
MEANING OF REGULATION D) IN CONNECTION WITH THE OFFER OR SALE OF THE
SECURITIES.
NO BROKER'S, FINDER'S OR PLACEMENT AGENT FEE OR COMMISSION WILL BE
PAYABLE TO ANY PERSON RETAINED BY, OR ON BEHALF OF, THE COMPANY WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREIN (INCLUDING, WITHOUT LIMITATION, THE SALE OF
THE PREFERRED SHARES AND THE WARRANTS).
(H)
NO INTEGRATED OFFERING.
NONE OF THE COMPANY, ITS SUBSIDIARIES,
ANY OF THEIR AFFILIATES, OR ANY PERSON ACTING ON THEIR BEHALF HAS, DIRECTLY OR
INDIRECTLY, MADE ANY OFFERS OR SALES OF ANY SECURITY OR SOLICITED ANY OFFERS TO
BUY ANY SECURITY, UNDER CIRCUMSTANCES THAT WOULD REQUIRE REGISTRATION OF ANY OF
THE SECURITIES UNDER THE 1933 ACT OR CAUSE THIS OFFERING OF THE SECURITIES TO BE
INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR PURPOSES OF THE 1933 ACT OR
ANY APPLICABLE STOCKHOLDER APPROVAL PROVISIONS, INCLUDING, WITHOUT LIMITATION,
UNDER THE RULES AND REGULATIONS OF ANY EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON
WHICH ANY OF THE SECURITIES OF THE COMPANY ARE LISTED OR DESIGNATED.
NONE OF
THE COMPANY, ITS SUBSIDIARIES, THEIR AFFILIATES AND ANY PERSON ACTING ON THEIR
BEHALF WILL TAKE ANY ACTION OR STEPS REFERRED TO IN THE PRECEDING SENTENCE THAT
WOULD REQUIRE REGISTRATION OF ANY OF THE SECURITIES UNDER THE 1933 ACT OR CAUSE
THE