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 OFFERING OF THE SECURITIES TO BE
INTEGRATED WITH OTHER OFFERINGS.
8
(I)
DILUTIVE EFFECT.
THE COMPANY
UNDERSTANDS AND ACKNOWLEDGES THAT THE NUMBER OF CONVERSION SHARES ISSUABLE UPON
CONVERSION OF THE NOTES AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THE
WARRANTS WILL INCREASE IN CERTAIN CIRCUMSTANCES.
THE COMPANY FURTHER
ACKNOWLEDGES THAT ITS OBLIGATION TO ISSUE CONVERSION SHARES UPON CONVERSION OF
THE NOTES IN ACCORDANCE WITH THIS AGREEMENT AND THE NOTES AND ITS OBLIGATION TO
ISSUE THE WARRANT SHARES UPON EXERCISE OF THE WARRANTS IN ACCORDANCE WITH THIS
AGREEMENT AND THE WARRANTS IS, IN EACH CASE, 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.
THE
COMPANY HAS NOT ADOPTED A STOCKHOLDER RIGHTS PLAN OR SIMILAR ARRANGEMENT
RELATING TO ACCUMULATIONS OF BENEFICIAL OWNERSHIP OF COMMON STOCK OR A CHANGE IN
CONTROL OF THE COMPANY.
(K)
SEC DOCUMENTS; FINANCIAL STATEMENTS.
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 SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (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 (OTHER
THAN ANY CORRESPONDENCE FILED BY THE COMPANY WITH THE SEC, INCLUDING WITHOUT
LIMITATION, ANY CONFIDENTIAL TREATMENT REQUESTS).
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