QUALIFIED (OR ARE EXEMPT FROM REGISTRATION AND QUALIFICATION) UNDER THE
REGISTRATION, PERMIT OR QUALIFICATION REQUIREMENTS OF ALL APPLICABLE STATE
SECURITIES LAWS.
NEITHER THE COMPANY, ANY OF ITS SUBSIDIARIES, NOR ANY AGENT ON
THEIR RESPECTIVE BEHALF HAS SOLICITED OR WILL SOLICIT ANY OFFERS TO SELL OR HAS
OFFERED TO SELL OR WILL OFFER TO SELL ALL OR ANY PART OF THE SECURITIES TO ANY
PERSON OR PERSONS SO AS TO BRING THE SALE OF SUCH SECURITIES BY THE COMPANY OR
ANY OF ITS SUBSIDIARIES WITHIN THE REGISTRATION PROVISIONS OF THE SECURITIES ACT
OR ANY STATE SECURITIES LAWS.
4.19.
FULL DISCLOSURE.
EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES
HAS PROVIDED THE PURCHASER WITH ALL INFORMATION REQUESTED BY THE PURCHASER IN
CONNECTION WITH ITS DECISION TO PURCHASE THE PREFERRED STOCK, INCLUDING ALL
INFORMATION THE COMPANY BELIEVES IS REASONABLY NECESSARY TO MAKE SUCH INVESTMENT
DECISION.
TO THE COMPANY'S KNOWLEDGE, NEITHER THIS AGREEMENT, THE EXHIBITS AND
SCHEDULES HERETO, THE RELATED AGREEMENTS NOR ANY OTHER DOCUMENT DELIVERED BY THE
COMPANY OR ANY OF ITS SUBSIDIARIES TO PURCHASER OR ITS ATTORNEYS OR AGENTS IN
CONNECTION HEREWITH OR THEREWITH OR WITH THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT NOR OMIT TO STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED HEREIN OR
THEREIN, IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY ARE MADE, NOT MISLEADING.
ANY FINANCIAL PROJECTIONS AND OTHER ESTIMATES PROVIDED TO THE PURCHASER BY THE
COMPANY AND EACH OF ITS SUBSIDIARIES WERE BASED ON THE COMPANY'S AND EACH OF ITS
SUBSIDIARIES' EXPERIENCE IN THE INDUSTRY AND ASSUMPTIONS OF FACT AND OPINION AS
TO FUTURE EVENTS WHICH THE COMPANY AND EACH OF ITS SUBSIDIARIES, AT THE DATE OF
THE ISSUANCE OF SUCH PROJECTIONS OR ESTIMATES, BELIEVED TO BE REASONABLE.
AS OF
THE DATE HEREOF NO FACTS HAVE COME TO THE ATTENTION OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES THAT WOULD, IN ITS OPINION, REQUIRE THE COMPANY TO REVISE OR
AMPLIFY IN ANY MATERIAL RESPECT THE ASSUMPTIONS UNDERLYING SUCH PROJECTIONS AND
OTHER ESTIMATES OR THE CONCLUSIONS DERIVED THEREFROM.
ANY FINANCIAL PROJECTIONS
ARE SUBJECT TO FUTURE EVENTS AND NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES
CAN GIVE ANY ASSURANCE THAT IT WILL MEET ITS FINANCIAL PROJECTIONS.
4.20.
INSURANCE.
EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS
GENERAL COMMERCIAL, PRODUCT LIABILITY, FIRE AND CASUALTY INSURANCE POLICIES WITH
COVERAGE CUSTOMARY FOR COMPANIES SIMILARLY SITUATED TO THE COMPANY AND EACH OF
ITS SUBSIDIARIES.
4.21.
SEC REPORTS.
THE COMPANY HAS FILED ALL PROXY STATEMENTS, REPORTS
AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT OF 1934,
AS AMENDED (THE "EXCHANGE ACT").
EACH SEC REPORT WAS 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 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