EXCEPT AS SET FORTH ON SECTION 3(H) OF
THE DISCLOSURE LETTER, THE COMPANY DOES NOT HAVE IN PLACE A STOCKHOLDER RIGHTS
PLAN OR SIMILAR ARRANGEMENT RELATING TO ACCUMULATIONS OF BENEFICIAL OWNERSHIP OF
COMMON STOCK OR A CHANGE IN CONTROL OF THE COMPANY.
(II)
THE BOARD OF DIRECTORS HAS IRREVOCABLY
WAIVED, ON BEHALF OF THE COMPANY, ANY RIGHTS UNDER ARTICLE THIRTEENTH WITH
RESPECT TO (A) 18,700 SHARES OF COMMON STOCK PRESENTLY HELD BY THE INVESTOR,
(B) THE PURCHASED SHARES, (C) ANY ADDITIONAL SECURITIES ACQUIRED PURSUANT TO
SECTION 4(L) AND (D) ANY OTHER SECURITIES PERMITTED TO BE ACQUIRED BY THE
INVESTOR UNDER SECTION 4(O)(I)(A) HEREOF.
(III)
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 ANY CERTIFICATES OF DESIGNATIONS OR THE LAWS OF
THE JURISDICTION OF ITS FORMATION OR INCORPORATION, OR ANY OTHER JURISDICTION,
WHICH IS OR WOULD REASONABLY BE EXPECTED TO BECOME APPLICABLE TO THE INVESTOR AS
A RESULT OF (I) THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THE COMPANY'S ISSUANCE OF THE PURCHASED SHARES AND THE
INVESTOR'S OWNERSHIP OF THE PURCHASED SHARES, (II) THE INVESTOR'S PURCHASE OF
SECURITIES PURSUANT TO SECTION 4(L) AND (III) ANY SHARES OF COMMON STOCK
PERMITTED TO BE ACQUIRED BY THE INVESTOR UNDER SECTION 4(O)(IV) HEREOF.
(I)
SEC DOCUMENTS; FINANCIAL STATEMENTS.
(I)
EXCEPT AS SET FORTH ON SECTION 3(I) OF
THE DISCLOSURE LETTER, SINCE DECEMBER 31, 2006, THE COMPANY HAS TIMELY 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 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 INVESTOR OR ITS REPRESENTATIVES
TRUE, CORRECT AND COMPLETE COPIES OF ANY SUCH SEC DOCUMENTS WHICH ARE NOT
AVAILABLE ON THE EDGAR SYSTEM THAT HAVE BEEN REQUESTED BY THE INVESTOR.
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
7
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 WHICH THEY
WERE MADE, NOT MISLEADING.
THERE ARE NO OUTSTANDING COMMENTS FROM THE SEC WITH
RESPECT TO ANY SEC DOCUMENT.
(II)
AS OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE
COMPANY INCLUDED IN THE SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL
RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE