SECURITIES ACT.
9
(O)
LISTING AND MAINTENANCE REQUIREMENTS.
THE COMPANY HAS NOT, IN THE
TWO (2) YEARS PRECEDING THE DATE HEREOF, RECEIVED NOTICE (WRITTEN OR ORAL) FROM
ANY TRADING MARKET ON WHICH THE COMMON STOCK IS OR HAS BEEN LISTED OR QUOTED TO
THE EFFECT THAT THE COMPANY IS NOT IN COMPLIANCE WITH THE LISTING OR MAINTENANCE
REQUIREMENTS OF SUCH TRADING MARKET. THE COMPANY IS, AND HAS NO REASON TO
BELIEVE THAT IT WILL NOT IN THE FORESEEABLE FUTURE CONTINUE TO BE, IN COMPLIANCE
WITH ALL SUCH LISTING AND MAINTENANCE REQUIREMENTS.
(P)
REGISTRATION RIGHTS.
EXCEPT AS DESCRIBED IN SCHEDULE 3.1(P), THE
COMPANY HAS NOT GRANTED OR AGREED TO GRANT TO ANY PERSON ANY RIGHTS (INCLUDING
"PIGGY-BACK" REGISTRATION RIGHTS) TO HAVE ANY SECURITIES OF THE COMPANY
REGISTERED WITH THE COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY THAT HAVE NOT
BEEN SATISFIED.
(Q)
APPLICATION OF TAKEOVER PROTECTIONS.
THERE IS NO CONTROL SHARE
ACQUISITION, BUSINESS COMBINATION, POISON PILL (INCLUDING ANY DISTRIBUTION UNDER
A RIGHTS AGREEMENT) OR OTHER SIMILAR ANTI-TAKEOVER PROVISION UNDER THE COMPANY'S
CHARTER DOCUMENTS OR THE LAWS OF ITS STATE OF INCORPORATION THAT IS OR COULD
BECOME APPLICABLE TO ANY OF THE PURCHASERS AS A RESULT OF THE PURCHASERS AND THE
COMPANY FULFILLING THEIR OBLIGATIONS OR EXERCISING THEIR RIGHTS UNDER THE
TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION, AS A RESULT OF THE
COMPANY'S ISSUANCE OF THE SECURITIES AND THE PURCHASERS' OWNERSHIP OF THE
SECURITIES.
(R)
DISCLOSURE.
THE COMPANY CONFIRMS THAT NEITHER IT NOR ANY OTHER
PERSON ACTING ON ITS BEHALF HAS PROVIDED ANY OF THE PURCHASERS OR THEIR AGENTS
OR COUNSEL WITH ANY INFORMATION THAT CONSTITUTES OR MIGHT CONSTITUTE MATERIAL,
NONPUBLIC INFORMATION.
THE COMPANY UNDERSTANDS AND CONFIRMS THAT EACH OF THE
PURCHASERS WILL RELY ON THE FOREGOING REPRESENTATIONS IN EFFECTING TRANSACTIONS
IN SECURITIES OF THE COMPANY.
ALL DISCLOSURE PROVIDED TO THE PURCHASERS
REGARDING THE COMPANY, ITS BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING THE SCHEDULES TO THIS AGREEMENT, FURNISHED BY OR ON BEHALF OF THE
COMPANY ARE TRUE AND CORRECT AND DO NOT CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE THE
STATEMENTS MADE THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
NO EVENT OR CIRCUMSTANCE HAS OCCURRED OR INFORMATION
EXISTS WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ITS OR THEIR
BUSINESS, PROPERTIES, PROSPECTS, OPERATIONS OR FINANCIAL CONDITIONS, WHICH,
UNDER APPLICABLE LAW, RULE OR REGULATION, REQUIRES PUBLIC DISCLOSURE OR
ANNOUNCEMENT BY THE COMPANY BUT WHICH HAS NOT BEEN SO PUBLICLY ANNOUNCED OR
DISCLOSED.
THE COMPANY ACKNOWLEDGES AND AGREES THAT (I) NO PURCHASER MAKES OR
HAS MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN SECTION 3.2 OR
(II) ANY ORAL STATEMENT, COMMITMENT OR PROMISE TO THE COMPANY OR, TO ITS
KNOWLEDGE, ANY OF ITS REPRESENTATIVES WHICH IS OR WAS AN INDUCEMENT TO THE
COMPANY TO ENTER INTO THIS AGREEMENT OR OTHERWISE.
(S)
ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF SECURITIES.
THE
COMPANY ACKNOWLEDGES