THE REQUIREMENTS OF ITS RESPECTIVE FORM AND NONE OF THE SEC REPORTS, NOR THE
FINANCIAL STATEMENTS (AND THE NOTES THERETO) INCLUDED IN THE SEC REPORTS, AS OF
THEIR RESPECTIVE FILING DATES, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY
TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY
WERE MADE, NOT MISLEADING.
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN
THE SEC REPORTS COMPLY AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE
ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC OR
OTHER APPLICABLE RULES AND REGULATIONS WITH RESPECT THERETO.
SUCH FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") APPLIED ON A CONSISTENT BASIS 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 NOT INCLUDE FOOTNOTES OR MAY BE CONDENSED)
AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF THE
COMPANY AND ITS SUBSIDIARIES AS OF 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 YEAR-END AUDIT ADJUSTMENTS).
2.22
NO MARKET MANIPULATION.
THE COMPANY HAS NOT TAKEN,
AND WILL NOT TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO, OR THAT MIGHT
REASONABLY BE EXPECTED TO, CAUSE OR RESULT IN STABILIZATION OR MANIPULATION OF
THE PRICE OF THE COMMON STOCK OF THE COMPANY TO FACILITATE THE SALE OR RESALE OF
ANY OF THE SECURITIES BEING OFFERED HEREBY OR AFFECT THE PRICE AT WHICH ANY OF
THE SECURITIES BEING OFFERED HEREBY MAY BE ISSUED.
10
2.23
LISTING.
THE COMPANY'S COMMON STOCK IS LISTED FOR
TRADING ON THE AMERICAN STOCK EXCHANGE AND SATISFIES ALL REQUIREMENTS FOR THE
CONTINUATION OF SUCH LISTING.
THE COMPANY HAS NOT RECEIVED ANY NOTICE THAT ITS
COMMON STOCK WILL BE DELISTED FROM THE AMERICAN STOCK EXCHANGE OR THAT THE
COMMON STOCK AND THE COMPANY DO NOT MEET ALL REQUIREMENTS FOR THE CONTINUATION
OF SUCH LISTING.
2.24
NO INTEGRATED OFFERING.
NEITHER THE COMPANY, NOR
ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS OR THEIR BEHALF, HAS
DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR SALES OF ANY SECURITY OR SOLICITED ANY
OFFERS TO BUY ANY SECURITY UNDER CIRCUMSTANCES THAT WOULD CAUSE THE OFFERING OF
THE SECURITIES PURSUANT TO THIS AGREEMENT TO BE INTEGRATED WITH PRIOR OFFERINGS
BY THE COMPANY FOR PURPOSES OF THE 1933 ACT WHICH WOULD PREVENT THE COMPANY FROM
SELLING THE SECURITIES PURSUANT TO RULE 506 UNDER THE 1933 ACT, OR ANY
APPLICABLE EXCHANGE-RELATED STOCKHOLDER APPROVAL PROVISIONS, NOR WILL THE
COMPANY OR ANY OF ITS AFFILIATES OR SUBSIDIARIES TAKE ANY ACTION OR STEPS THAT
WOULD CAUSE THE OFFERING OF THE SECURITIES TO BE INTEGRATED WITH OTHER
OFFERINGS.
2.25
STOP TRANSFER.
THE SECURITIES ARE RESTRICTED
SECURITIES AS OF THE DATE OF THIS AGREEMENT.
THE COMPANY WILL NOT