OTHER ESTIMATES PROVIDED TO THE PURCHASERS BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES WERE BASED ON THE COMPANY'S AND ITS
11
SUBSIDIARIES' EXPERIENCE IN THE INDUSTRY AND ON ASSUMPTIONS OF FACT AND OPINION
AS TO FUTURE EVENTS WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES, AT THE DATE OF
THE ISSUANCE OF SUCH PROJECTIONS OR ESTIMATES, BELIEVED TO BE REASONABLE.
INSURANCE.
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS GENERAL COMMERCIAL,
PRODUCT LIABILITY, FIRE AND CASUALTY INSURANCE POLICIES WITH COVERAGES WHICH THE
COMPANY AND EACH OF ITS SUBSIDIARIES BELIEVE ARE CUSTOMARY FOR COMPANIES
SIMILARLY SITUATED TO THE COMPANY AND ITS SUBSIDIARIES IN THE SAME OR SIMILAR
BUSINESS.
SEC REPORTS.
EXCEPT AS SET FORTH ON SCHEDULE 4.21, THE COMPANY HAS FILED ALL
PROXY STATEMENTS, REPORTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT UNDER
THE EXCHANGE ACT.
THE COMPANY HAS FURNISHED THE AGENT COPIES OF:
(I) ITS
ANNUAL REPORTS ON FORM 10-KSB FOR ITS FISCAL YEAR ENDED DECEMBER 31, 2007; AND
(II) ITS QUARTERLY REPORTS ON FORM 10-QSB FOR ITS FISCAL QUARTER ENDED MARCH 29,
2008, AND THE FORM 8-K FILINGS WHICH IT HAS MADE DURING THE FISCAL YEARS 2007
AND 2008 TO DATE (COLLECTIVELY, THE "SEC REPORTS").
EXCEPT AS SET FORTH ON
SCHEDULE 4.21, EACH SEC REPORT WAS, AT THE TIME OF ITS FILING, IN SUBSTANTIAL
COMPLIANCE WITH 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.
LISTING.
THE COMMON STOCK IS LISTED OR QUOTED, AS APPLICABLE, ON A PRINCIPAL
MARKET (AS HEREAFTER DEFINED) AND SATISFIES AND AT ALL TIMES HEREAFTER WILL
SATISFY, ALL REQUIREMENTS FOR THE CONTINUATION OF SUCH LISTING OR QUOTATION, AS
APPLICABLE.
THE COMPANY HAS NOT RECEIVED ANY NOTICE THAT ITS COMMON STOCK WILL
BE DELISTED FROM, OR NO LONGER QUOTED ON, AS APPLICABLE, THE PRINCIPAL MARKET OR
THAT ITS COMMON STOCK DOES NOT MEET ALL REQUIREMENTS FOR SUCH LISTING OR
QUOTATION, AS APPLICABLE.
FOR PURPOSES HEREOF, THE TERM "PRINCIPAL MARKET"
MEANS THE NASD OVER THE COUNTER BULLETIN BOARD, NASDAQ CAPITAL MARKET, NASDAQ
NATIONAL MARKETS SYSTEM, AMERICAN STOCK EXCHANGE OR NEW YORK STOCK EXCHANGE
(WHICHEVER OF THE FOREGOING IS AT THE TIME THE PRINCIPAL TRADING EXCHANGE OR
MARKET FOR THE COMMON STOCK).
NO INTEGRATED OFFERING.
NEITHER THE COMPANY, NOR ANY OF ITS SUBSIDIARIES OR
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 OR ANY OF THE RELATED AGREEMENTS TO BE
INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR PURPOSES OF THE SECURITIES
ACT WHICH WOULD PREVENT THE