THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING. THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC REPORTS
COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE
RULES AND REGULATIONS OF THE COMMISSION WITH RESPECT THERETO AS IN EFFECT AT THE
TIME OF FILING. SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH
UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT
BASIS DURING THE PERIODS INVOLVED ("GAAP"), EXCEPT AS MAY BE OTHERWISE SPECIFIED
IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO AND EXCEPT THAT UNAUDITED
FINANCIAL STATEMENTS MAY NOT CONTAIN ALL FOOTNOTES REQUIRED BY GAAP, AND FAIRLY
PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES AS OF AND FOR THE DATES THEREOF AND THE RESULTS OF
OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED, SUBJECT, IN THE CASE OF
UNAUDITED STATEMENTS, TO NORMAL, IMMATERIAL, YEAR-END AUDIT ADJUSTMENTS. NO
EVENT, LIABILITY, DEVELOPMENT OR CIRCUMSTANCE HAS OCCURRED OR EXISTS, OR IS
CONTEMPLATED TO OCCUR, WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
THEIR RESPECTIVE BUSINESS, ASSETS, PROPERTIES, PROSPECTS, OPERATIONS (INCLUDING
RESULTS THEREOF), LIABILITIES OR CONDITION (FINANCIAL OR OTHERWISE), THAT WOULD
BE REQUIRED TO BE DISCLOSED BY THE COMPANY UNDER APPLICABLE SECURITIES LAWS ON A
REGISTRATION STATEMENT ON FORM S-1 FILED WITH THE COMMISSION RELATING TO AN
ISSUANCE AND SALE BY THE COMPANY OF ITS COMMON STOCK AND WHICH HAS NOT BEEN
PUBLICLY ANNOUNCED, OTHER THAN THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
7
(H)
DISCLOSURE.
THE COMPANY CONFIRMS THAT, TO THE COMPANY'S
KNOWLEDGE (AND WITHOUT ANY OBLIGATION TO INQUIRE OF ANY PERSON WHO IS NOT AN
OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY), NEITHER IT NOR ANY OTHER PERSON
ACTING ON ITS BEHALF HAS PROVIDED ANY OF THE INVESTORS, OTHER THAN AN INVESTOR
THAT IS AN OFFICER OR DIRECTOR OF THE COMPANY, OR THEIR RESPECTIVE AGENTS OR
COUNSEL WITH ANY INFORMATION THAT CONSTITUTES OR COULD REASONABLY BE EXPECTED TO
CONSTITUTE MATERIAL, NONPUBLIC INFORMATION. THE COMPANY UNDERSTANDS AND CONFIRMS
THAT EACH OF THE INVESTORS WILL RELY ON THE FOREGOING REPRESENTATIONS IN
EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY. ALL DISCLOSURE PROVIDED TO
THE INVESTORS REGARDING THE COMPANY, ITS BUSINESS AND THE TRANSACTIONS
CONTEMPLATED HEREBY, INCLUDING THE SCHEDULES TO THIS AGREEMENT, FURNISHED BY OR
ON BEHALF OF THE COMPANY ARE TRUE AND CORRECT 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 THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING. EACH PRESS RELEASE ISSUED BY THE
COMPANY 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 ARE MADE, NOT MISLEADING. NO EVENT OR CIRCUMSTANCE HAS OCCURRED OR