THE OFFER AND/OR
SALE OF THE SECURITIES PURSUANT TO THIS AGREEMENT TO BE INTEGRATED WITH PRIOR
OFFERINGS BY THE COMPANY FOR PURPOSES OF THE SECURITIES ACT OR ANY APPLICABLE
STOCKHOLDER APPROVAL PROVISIONS, OR THAT WOULD OTHERWISE ADVERSELY AFFECT
RELIANCE BY THE COMPANY ON SECTION 4(2) FOR THE EXEMPTION FROM REGISTRATION FOR
THE TRANSACTIONS CONTEMPLATED HEREBY OR WOULD REQUIRE REGISTRATION OF THE
SECURITIES UNDER THE SECURITIES ACT.
4.30
PRIVATE PLACEMENT.
SUBJECT TO THE ACCURACY OF THE REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS IN ARTICLE V, THE OFFER AND SALE OF THE SERIES
D SHARES AND THE WARRANTS TO THE PURCHASERS AS CONTEMPLATED HEREBY IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IS BEING MADE
PURSUANT TO THE EXEMPTION AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT AND/OR
RULE 506 OF REGULATION D PROMULGATED THEREUNDER.
4.31
QUESTIONABLE PAYMENTS.
TO THE KNOWLEDGE OF THE COMPANY, NO MEMBER
OF THE COMPANY GROUP NOR ANY OF THEIR DIRECTORS OR OFFICERS OR ANY OTHER PERSONS
ACTING ON BEHALF OF THE COMPANY GROUP, HAS ON BEHALF OF ANY MEMBER OF THE
COMPANY GROUP OR IN CONNECTION WITH THEIR RESPECTIVE BUSINESSES: (I) USED ANY
CORPORATE FUNDS FOR UNLAWFUL CONTRIBUTIONS, GIFTS, ENTERTAINMENT OR OTHER
UNLAWFUL EXPENSES RELATING TO POLITICAL ACTIVITY, (II) MADE ANY DIRECT OR
INDIRECT UNLAWFUL PAYMENTS TO ANY GOVERNMENTAL OFFICIALS OR EMPLOYEES FROM
CORPORATE FUNDS, (III) ESTABLISHED OR MAINTAINED ANY UNLAWFUL OR UNRECORDED FUND
OF CORPORATE MONIES OR OTHER ASSETS, (IV) MADE ANY FALSE OR FICTITIOUS ENTRIES
ON THE BOOKS AND RECORDS OF THE COMPANY GROUP OR (V) MADE ANY UNLAWFUL BRIBE,
REBATE, PAYOFF, INFLUENCE PAYMENT, KICKBACK OR OTHER UNLAWFUL PAYMENT OF ANY
NATURE.
4.32
INTERNAL CONTROLS.
THE COMPANY GROUP MAINTAINS A SYSTEM OF INTERNAL
ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (A)
TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATIONS, (B) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT PREPARATION
OF FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES AND TO MAINTAIN ASSET ACCOUNTABILITY, (C) ACCESS TO ASSETS IS
PERMITTED ONLY IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION
AND (D) THE RECORDED ACCOUNTABILITY FOR ASSETS IS COMPARED WITH THE EXISTING
ASSETS AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO
ANY DIFFERENCES. THE COMPANY GROUP HAS ESTABLISHED DISCLOSURE CONTROLS AND
PROCEDURES (AS DEFINED IN EXCHANGE ACT RULES 13A-14 AND 15D-14) FOR THE COMPANY
AND DESIGNED SUCH DISCLOSURE CONTROLS AND PROCEDURES TO ENSURE THAT MATERIAL
INFORMATION RELATING TO THE COMPANY GROUP IS MADE KNOWN TO THE CERTIFYING
OFFICERS BY OTHERS WITHIN THOSE ENTITIES, PARTICULARLY DURING THE PERIOD IN
WHICH THE COMPANY'S MOST RECENTLY FILED PERIODIC REPORT UNDER THE EXCHANGE ACT,
AS THE CASE MAY BE, IS BEING PREPARED.
THE COMPANY'S CERTIFYING OFFICERS HAVE
EVALUATED THE EFFECTIVENESS OF THE COMPANY'S CONTROLS AND PROCEDURES AS OF A
DATE WITHIN 90 DAYS PRIOR TO THE FILING DATE OF THE MOST RECENTLY FILED PERIODIC
REPORT UNDER THE EXCHANGE ACT (SUCH DATE, THE "EVALUATION DATE").
THE COMPANY
PRESENTED IN ITS MOST RECENTLY FILED PERIODIC REPORT UNDER THE EXCHANGE ACT THE
CONCLUSIONS OF