PROVIDING RIGHTS TO SECURITY HOLDERS) AND THE
ISSUANCE AND SALE OF THE SECURITIES WILL NOT OBLIGATE THE COMPANY TO ISSUE
SHARES OF COMMON STOCK OR OTHER SECURITIES TO ANY PERSON (OTHER THAN THE
INVESTORS) AND WILL NOT RESULT IN A RIGHT OF ANY HOLDER OF SECURITIES TO ADJUST
THE EXERCISE, CONVERSION, EXCHANGE OR RESET PRICE UNDER SUCH SECURITIES.
TO THE
KNOWLEDGE OF THE COMPANY, NO PERSON OR GROUP OF RELATED PERSONS BENEFICIALLY
OWNS (AS DETERMINED PURSUANT TO RULE 13D-3 UNDER THE EXCHANGE ACT), OR HAS THE
RIGHT TO ACQUIRE, BY AGREEMENT WITH OR BY OBLIGATION BINDING UPON THE COMPANY,
BENEFICIAL OWNERSHIP OF IN EXCESS OF 5% OF THE OUTSTANDING COMMON STOCK,
IGNORING FOR SUCH PURPOSES ANY LIMITATION ON THE NUMBER OF SHARES OF COMMON
STOCK THAT MAY BE OWNED AT ANY SINGLE TIME.
(G)
CONSENTS.
NONE OF THE COMPANY NOR ANY OF ITS SIGNIFICANT SUBSIDIARIES IS
REQUIRED TO OBTAIN ANY CONSENT, AUTHORIZATION OR ORDER OF, OR MAKE ANY FILING OR
REGISTRATION WITH, ANY COURT, GOVERNMENTAL AGENCY OR ANY REGULATORY OR
SELF-REGULATORY AGENCY OR ANY OTHER PERSON IN ORDER FOR IT TO EXECUTE, DELIVER
OR PERFORM ANY OF ITS OBLIGATIONS UNDER OR CONTEMPLATED BY THE TRANSACTION
DOCUMENTS, IN EACH CASE IN ACCORDANCE WITH THE TERMS HEREOF OR THEREOF.
ALL
CONSENTS, AUTHORIZATIONS, ORDERS, FILINGS AND REGISTRATIONS (WHICH THE COMPANY
IS REQUIRED TO OBTAIN PURSUANT TO THE PRECEDING SENTENCE) HAVE BEEN OBTAINED OR
EFFECTED, OR WILL HAVE BEEN OBTAINED OR EFFECTED, ON OR PRIOR TO THE CLOSING
DATE, EXCEPT TO THE EXTENT THAT FAILURE TO OBTAIN SUCH CONSENT WOULD NOT BE
EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT, AND THE COMPANY AND ITS
SIGNIFICANT SUBSIDIARIES ARE UNAWARE OF ANY FACTS OR CIRCUMSTANCES THAT MIGHT
PREVENT THE COMPANY FROM OBTAINING OR EFFECTING ANY OF THE REGISTRATION,
APPLICATION OR FILINGS PURSUANT TO THE PRECEDING SENTENCE.
THE COMPANY IS NOT
IN VIOLATION OF THE LISTING REQUIREMENTS OF THE TRADING MARKET.
(H)
SEC REPORTS; FINANCIAL STATEMENTS.
THE COMPANY HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT, INCLUDING PURSUANT TO
SECTION 13(A) OR 15(D) THEREOF, FOR THE TWELVE MONTHS PRECEDING THE DATE HEREOF
(THE FOREGOING MATERIALS (TOGETHER WITH ANY MATERIALS FILED BY THE COMPANY UNDER
THE EXCHANGE ACT, WHETHER OR NOT REQUIRED) BEING COLLECTIVELY REFERRED TO
6
HEREIN AS THE "SEC REPORTS" AND, TOGETHER WITH THIS AGREEMENT AND THE SCHEDULES
TO THIS AGREEMENT, THE "DISCLOSURE MATERIALS") ON A TIMELY BASIS.
AS OF THE
DATE HEREOF, THE COMPANY IS NOT AWARE OF ANY EVENT OCCURRING ON OR PRIOR TO THE
CLOSING DATE (OTHER THAN THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION
DOCUMENTS) THAT REQUIRES THE FILING OF A FORM 8-K AFTER THE CLOSING.
AS OF
THEIR RESPECTIVE DATES, THE SEC REPORTS COMPLIED IN ALL MATERIAL RESPECTS WITH
THE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND THE RULES AND
REGULATIONS OF THE COMMISSION PROMULGATED THEREUNDER, AND NONE OF THE SEC
REPORTS, WHEN FILED, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTED TO STATE A MATERIAL FACT REQUIRED TO