SHARES UPON EXERCISE OF THE WARRANTS IN ACCORDANCE WITH
THIS AGREEMENT AND THE WARRANTS IS ABSOLUTE AND UNCONDITIONAL REGARDLESS OF THE
DILUTIVE EFFECT THAT SUCH ISSUANCE MAY HAVE ON THE OWNERSHIP INTERESTS OF OTHER
STOCKHOLDERS OF THE COMPANY.
(J)
APPLICATION OF TAKEOVER PROTECTIONS; RIGHTS AGREEMENT.
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 CERTIFICATE OF INCORPORATION
OR THE LAWS OF THE JURISDICTION OF ITS FORMATION WHICH IS OR COULD BECOME
APPLICABLE TO ANY BUYER AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE COMPANY'S ISSUANCE OF THE
SECURITIES AND ANY BUYER'S OWNERSHIP OF THE SECURITIES.
(K)
SEC DOCUMENTS; FINANCIAL STATEMENTS.
EXCEPT AS DISCLOSED IN
SECTION 3(K) TO THE DISCLOSURE SCHEDULES, DURING THE TWO (2) YEARS PRIOR TO THE
DATE HEREOF, THE COMPANY HAS FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND
OTHER DOCUMENTS REQUIRED TO BE FILED BY IT WITH THE SEC PURSUANT TO THE
REPORTING REQUIREMENTS OF THE 1934 ACT (ALL OF THE FOREGOING FILED PRIOR TO THE
DATE HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND FINANCIAL STATEMENTS, NOTES
AND SCHEDULES THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN BEING
HEREINAFTER REFERRED TO AS THE "SEC DOCUMENTS").
THE COMPANY HAS DELIVERED TO
THE BUYERS OR THEIR RESPECTIVE REPRESENTATIVES TRUE, CORRECT AND COMPLETE COPIES
OF THE SEC DOCUMENTS NOT AVAILABLE ON THE EDGAR SYSTEM.
AS OF THEIR RESPECTIVE
DATES, THE SEC DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS
OF THE 1934 ACT AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER
APPLICABLE TO THE SEC DOCUMENTS, AND NONE OF THE SEC DOCUMENTS, AT THE TIME THEY
WERE FILED WITH THE SEC, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTED 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 WERE MADE, NOT MISLEADING.
AS OF THEIR RESPECTIVE DATES, THE
FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC DOCUMENTS COMPLIED AS TO
FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE
PUBLISHED RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO.
SUCH FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED, DURING THE PERIODS
INVOLVED (EXCEPT (I) AS MAY BE OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS
OR THE NOTES THERETO, OR (II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO
THE EXTENT THEY MAY EXCLUDE FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS)
AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF THE
COMPANY AS OF THE DATES THEREOF AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS
FOR THE PERIODS THEN ENDED (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO
NORMAL YEAR-END AUDIT ADJUSTMENTS).
NO OTHER INFORMATION PROVIDED BY OR ON
BEHALF OF THE COMPANY TO THE BUYERS WHICH