THE RELATED AGREEMENTS,
THE EXHIBITS AND SCHEDULES HERETO AND THERETO 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 OR ANY OF ITS SUBSIDIARIES WERE BASED ON THE COMPANY'S
AND ITS SUBSIDIARIES' EXPERIENCE IN THE INDUSTRY AND ON ASSUMPTIONS OF FACT AND
OPINION AS TO FUTURE EVENTS WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES, AT THE
DATE OF THE ISSUANCE OF SUCH PROJECTIONS OR ESTIMATES, BELIEVED TO BE
REASONABLE.
4.20
INSURANCE. EACH OF THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS
GENERAL COMMERCIAL, PRODUCT LIABILITY, FIRE AND CASUALTY INSURANCE POLICIES WITH
COVERAGES, WHICH THE COMPANY BELIEVES, ARE CUSTOMARY FOR COMPANIES SIMILARLY
SITUATED TO THE COMPANY AND ITS SUBSIDIARIES IN THE SAME OR SIMILAR BUSINESS.
11
4.21
SEC REPORTS. EXCEPT AS SET FORTH ON SCHEDULE 4.21, THE COMPANY HAS
FILED ALL PROXY STATEMENTS, REPORTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY
IT UNDER THE SECURITIES EXCHANGE ACT 1934, AS AMENDED (THE "EXCHANGE ACT"). THE
COMPANY HAS FURNISHED THE PURCHASER COPIES OF:
(I) ITS ANNUAL REPORTS ON
FORM 10-K FOR ITS FISCAL YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002; AND
(II) ITS QUARTERLY REPORTS ON FORM 10-QSB FOR ITS FISCAL QUARTER ENDED
SEPTEMBER 30, 2005, AND THE FORM 8-K FILINGS WHICH IT HAS MADE DURING THE FISCAL
YEAR 2005 AND 2006 TO DATE (COLLECTIVELY, THE "SEC REPORTS"). EXCEPT AS SET
FORTH ON SCHEDULE 4.21, EACH SEC REPORT WAS, AT THE TIME OF ITS FILING, 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 FILING 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 THE STATEMENTS THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
4.22
LISTING. THE COMPANY'S COMMON STOCK IS LISTED OR QUOTED, AS
APPLICABLE, ON A PRINCIPAL MARKET (AS HEREAFTER DEFINED) AND SATISFIES AND AT
ALL TIMES HEREAFTER WILL SATISFY, ALL REQUIREMENTS FOR THE CONTINUATION OF SUCH
LISTING OR QUOTATION, AS APPLICABLE. EXCEPT AS SET FORTH ON SCHEDULE 4.22, THE
COMPANY HAS NOT RECEIVED ANY NOTICE THAT ITS COMMON STOCK WILL BE DELISTED FROM,
OR NO LONGER QUOTED ON, AS APPLICABLE, THE PRINCIPAL MARKET OR THAT ITS COMMON
STOCK DOES NOT MEET ALL REQUIREMENTS FOR SUCH LISTING OR QUOTATION, AS
APPLICABLE. FOR PURPOSES HEREOF, THE TERM "PRINCIPAL MARKET" MEANS THE NASD OVER
THE COUNTER BULLETIN BOARD, NASDAQ CAPITAL MARKET, NASDAQ NATIONAL MARKETS
SYSTEM, AMERICAN STOCK EXCHANGE OR