THE INVESTOR SET FORTH IN
ARTICLE VIII, NO MATERIAL PERMIT, CONSENT, APPROVAL OR AUTHORIZATION OF, OR
REGISTRATION TO OR FILING WITH, ANY GOVERNMENTAL AUTHORITY IS OR WILL BE
REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
COMPANY OF THIS AGREEMENT OR THE REGISTRATION RIGHTS AGREEMENT, OR THE ISSUANCE,
SALE AND DELIVERY OF THE SERIES A PREFERRED SHARES OR THE RESERVATION FOR
ISSUANCE OF THE CONVERSION COMMON SHARES, OR THE CONSUMMATION BY THE COMPANY OF
ANY OTHER TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, EXCEPT FOR (A) WITH
RESPECT TO THE REGISTRATION RIGHTS AGREEMENT, THE REGISTRATION OF THE SHARES
COVERED THEREBY WITH THE SEC AND FILINGS PURSUANT TO STATE SECURITIES
20
LAWS, (B) ROUTINE POST-CLOSING NOTICE FILINGS WITH THE SEC AND UNDER STATE
CORPORATION AND SECURITIES LAWS, EACH OF WHICH WILL BE FILED TIMELY WITHIN THE
APPLICABLE PERIOD THEREFOR, AND (C) THE FILING OF A LISTING OF ADDITIONAL SHARES
NOTIFICATION FORM WITH NASDAQ LISTING THE CONVERSION COMMON SHARES ON THE NASDAQ
NATIONAL MARKET.
7.15.
INVESTMENT COMPANY.
THE COMPANY IS NOT, AND
IMMEDIATELY AFTER RECEIPT OF THE PURCHASE PRICE WILL NOT BE, AN "INVESTMENT
COMPANY" OR AN "AFFILIATED PERSON" OF, OR "PROMOTER" OR "PRINCIPAL UNDERWRITER"
FOR AN INVESTMENT COMPANY, WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF
1940, AS AMENDED, AND CONDUCTS ITS BUSINESS IN A MANNER SO THAT IT WILL NOT
BECOME SUBJECT TO SUCH ACT.
7.16.
EMPLOYEES.
THE COMPANY DOES NOT HAVE KNOWLEDGE THAT
ANY EXECUTIVE OFFICER OF THE COMPANY OR ANY GROUP OF EMPLOYEES OF THE COMPANY
HAS ANY PLANS TO TERMINATE EMPLOYMENT WITH THE COMPANY.
THE COMPANY HAS
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL LAWS RELATING TO THE EMPLOYMENT OF
LABOR (INCLUDING PROVISIONS RELATING TO WAGES, HOURS, EQUAL OPPORTUNITY,
COLLECTIVE BARGAINING AND THE PAYMENT OF SOCIAL SECURITY AND OTHER EMPLOYMENT
TAXES, AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED.
NO
LABOR DISPUTE WITH THE EMPLOYEES OF THE COMPANY EXISTS NOR, TO THE KNOWLEDGE OF
THE COMPANY, IS THREATENED.
7.17.
REGULATORY MATTERS.
TO THE KNOWLEDGE OF THE COMPANY,
THERE ARE NO RULEMAKING OR SIMILAR PROCEEDINGS BEFORE THE UNITED STATES FOOD AND
DRUG ADMINISTRATION WHICH INVOLVE OR AFFECT THE COMPANY, WHICH, IF THE SUBJECT
OF AN ACTION UNFAVORABLE TO THE COMPANY, WOULD HAVE A MATERIAL ADVERSE EFFECT,
OTHER THAN AS DISCLOSED IN THE SEC DOCUMENTS; PROVIDED, THAT, IT IS AGREED AND
ACKNOWLEDGED THAT THE COMPANY HAS NOT MADE ANY INVESTIGATION WHATSOEVER WITH
RESPECT TO THIS REPRESENTATION.
7.18.
NO MANIPULATION OF STOCK.
THE COMPANY HAS NOT TAKEN
AND WILL NOT, IN VIOLATION OF APPLICABLE LAW, TAKE ANY ACTION DESIGNED TO OR
THAT MIGHT REASONABLY BE EXPECTED TO CAUSE OR RESULT IN STABILIZATION OR
MANIPULATION OF THE PRICE OF THE COMMON STOCK.
7.19.
BROKERS.
THE COMPANY HAS NO CONTRACT WITH ANY BROKER,
FINDER OR SIMILAR AGENT WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT FOR WHICH THE COMPANY SHALL HAVE ANY LIABILITY OR RESPONSIBILITY.
7.20.
NO GENERAL SOLICITATION.
NONE OF THE COMPANY, ANY OF
ITS AFFILIATES OR ANY PERSON ACTING ON ITS OR THEIR