GRANTOR FROM TRANSFERRING SHARES TO THE UNDERSIGNED IN ACCORDANCE WITH THE TERMS
OF THE WARRANT.
THE COMPANY ACKNOWLEDGES AND AGREES THAT THE GRANTOR WILL
APPOINT THE UNDERSIGNED AS THE GRANTOR'S ATTORNEY-IN-FACT PURSUANT TO PARAGRAPH
3.B OF THE WARRANT FOR PURPOSES OF CONVERTING SHARES OF SERIES A-2 PREFERRED
STOCK INTO SHARES OF COMMON STOCK.
THE COMPANY WILL HONOR AND ACCEPT
INSTRUCTIONS THAT ARE GIVEN BY THE UNDERSIGNED IN ITS CAPACITY AS
ATTORNEY-IN-FACT FOR THE GRANTOR IN CONNECTION WITH THE CONVERSION OF SERIES A-2
PREFERRED STOCK INTO COMMON STOCK
(X)
MANIPULATION OF PRICE.
THE COMPANY HAS
NOT, AND TO ITS KNOWLEDGE NO ONE ACTING ON ITS BEHALF HAS, (I) TAKEN, DIRECTLY
OR INDIRECTLY, ANY ACTION DESIGNED TO CAUSE OR TO RESULT IN, OR THAT HAS
CONSTITUTED OR WHICH MIGHT REASONABLY BE EXPECTED TO CONSTITUTE, THE
STABILIZATION OR MANIPULATION OF THE PRICE OF ANY SECURITY OF THE COMPANY TO
FACILITATE THE SALE OR RESALE OF ANY OF THE SECURITIES, (II) SOLD, BID FOR,
PURCHASED, OR PAID ANYONE ANY COMPENSATION FOR SOLICITING PURCHASES OF, ANY OF
THE SECURITIES, OR (III) PAID OR AGREED TO PAY TO ANY PERSON ANY COMPENSATION
FOR SOLICITING ANOTHER TO PURCHASE ANY OTHER SECURITIES OF THE COMPANY.
11
(Y)
INTERNAL ACCOUNTING AND DISCLOSURE
CONTROLS.
THE COMPANY AND EACH OF ITS SUBSIDIARIES MAINTAINS A SYSTEM OF
INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT
(I) TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR
SPECIFIC AUTHORIZATIONS, (II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT
PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES AND TO MAINTAIN ASSET AND LIABILITY ACCOUNTABILITY,
(III) ACCESS TO ASSETS OR INCURRENCE OF LIABILITIES IS PERMITTED ONLY IN
ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION AND (IV) THE
RECORDED ACCOUNTABILITY FOR ASSETS AND LIABILITIES IS COMPARED WITH THE EXISTING
ASSETS AND LIABILITIES AT REASONABLE INTERVALS AND APPROPRIATE ACTION IS TAKEN
WITH RESPECT TO ANY DIFFERENCE.
EXCEPT AS SET FORTH IN THE DISCLOSURE SCHEDULE
OR IN THE SEC DOCUMENTS, THE COMPANY MAINTAINS DISCLOSURE CONTROLS AND
PROCEDURES (AS SUCH TERM IS DEFINED IN RULE 13A-14 UNDER THE EXCHANGE ACT) THAT
ARE EFFECTIVE IN ENSURING THAT INFORMATION REQUIRED TO BE DISCLOSED BY THE
COMPANY IN THE REPORTS THAT IT FILES OR SUBMITS UNDER THE EXCHANGE ACT IS
RECORDED, PROCESSED, SUMMARIZED AND REPORTED, WITHIN THE TIME PERIODS SPECIFIED
IN THE RULES AND FORMS OF THE SEC, INCLUDING, WITHOUT LIMITATION, CONTROLS AND
PROCEDURES DESIGNED TO ENSURE THAT INFORMATION REQUIRED TO BE DISCLOSED BY THE
COMPANY IN THE REPORTS THAT IT FILES OR SUBMITS UNDER THE EXCHANGE ACT IS
ACCUMULATED AND COMMUNICATED TO THE COMPANY'S MANAGEMENT, INCLUDING ITS
PRINCIPAL EXECUTIVE OFFICER OR OFFICERS AND ITS PRINCIPAL FINANCIAL OFFICER OR
OFFICERS, AS APPROPRIATE, TO ALLOW TIMELY DECISIONS REGARDING REQUIRED
DISCLOSURE.
EXCEPT AS SET FORTH IN THE DISCLOSURE SCHEDULE OR IN THE SEC
DOCUMENTS, DURING THE TWELVE MONTHS PRIOR TO THE DATE HEREOF NEITHER THE COMPANY
NOR ANY OF ITS SUBSIDIARIES HAVE RECEIVED ANY NOTICE OR CORRESPONDENCE FROM ANY
ACCOUNTANT RELATING TO ANY POTENTIAL MATERIAL WEAKNESS IN ANY PART OF THE