THAT HAS MATERIALLY AFFECTED, OR IS REASONABLY LIKELY TO MATERIALLY AFFECT, THE
COMPANY'S INTERNAL CONTROL OVER FINANCIAL REPORTING.
(S)
CERTAIN FEES.
EXCEPT FOR FEES PAYABLE TO EMPIRE FINANCIAL GROUP
("EMPIRE"), NO BROKERAGE OR FINDER'S FEES OR COMMISSIONS ARE OR WILL BE PAYABLE
BY THE COMPANY TO ANY BROKER, FINANCIAL ADVISOR OR CONSULTANT, FINDER, PLACEMENT
AGENT, INVESTMENT BANKER, BANK OR OTHER PERSON WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
THE PURCHASERS SHALL HAVE NO
OBLIGATION WITH RESPECT TO ANY FEES OR WITH RESPECT TO ANY CLAIMS MADE BY OR ON
BEHALF OF OTHER PERSONS FOR FEES OF A TYPE CONTEMPLATED IN THIS SECTION THAT MAY
BE DUE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS.
(T)
PRIVATE PLACEMENT. ASSUMING THE ACCURACY OF THE PURCHASERS
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2 AND THE ACCURACY OF THE
STATEMENTS MADE TO THE COMPANY BY THE PLACEMENT AGENT TO THIS TRANSACTION, NO
REGISTRATION UNDER THE SECURITIES ACT IS REQUIRED FOR THE OFFER AND SALE 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.
(U)
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 OF 1940,
AS AMENDED.
(V)
REGISTRATION RIGHTS.
OTHER THAN EACH OF THE PURCHASERS, NO PERSON
HAS ANY RIGHT TO CAUSE THE COMPANY TO EFFECT THE REGISTRATION UNDER THE
SECURITIES ACT OF ANY SECURITIES OF THE COMPANY THAT ARE CURRENTLY NOT
SATISFIED.
(W)
LISTING AND MAINTENANCE REQUIREMENTS.
THE COMMON STOCK IS
REGISTERED PURSUANT TO SECTION 12(B) OR 12(G) OF THE EXCHANGE ACT, AND THE
COMPANY HAS TAKEN NO
14
ACTION DESIGNED TO, OR WHICH TO ITS KNOWLEDGE IS LIKELY TO HAVE THE EFFECT OF,
TERMINATING THE REGISTRATION OF THE COMMON STOCK UNDER THE EXCHANGE ACT NOR HAS
THE COMPANY RECEIVED ANY NOTIFICATION THAT THE COMMISSION IS CONTEMPLATING
TERMINATING SUCH REGISTRATION.
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 IN ALL MATERIAL RESPECTS WITH ALL SUCH
LISTING AND MAINTENANCE REQUIREMENTS, PROVIDED THAT THE PRICE OF THE COMMON
STOCK CONTINUES TO MEET THE MINIMUM PRICE REQUIREMENTS FOR CONTINUED LISTING ON
THE TRADING MARKET; AND PROVIDED FURTHER THAT THE COMPANY MAKES NO WARRANTY AS
TO THE FUTURE PRICE OF ITS COMMON STOCK AND ITS IMPACT ON