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 1934 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. DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE HEREOF, NEITHER THE
COMPANY NOR ANY OF ITS SUBSIDIARIES HAS RECEIVED ANY NOTICE OR CORRESPONDENCE
FROM ANY ACCOUNTANT RELATING TO ANY MATERIAL WEAKNESS IN ANY PART OF THE SYSTEM
OF INTERNAL ACCOUNTING CONTROLS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
16
(CC)
OFF BALANCE SHEET ARRANGEMENTS. THERE IS NO TRANSACTION,
ARRANGEMENT, OR OTHER RELATIONSHIP BETWEEN THE COMPANY AND AN UNCONSOLIDATED OR
OTHER OFF BALANCE SHEET ENTITY THAT IS REQUIRED TO BE DISCLOSED BY THE COMPANY
IN ITS 1934 ACT FILINGS AND IS NOT SO DISCLOSED OR THAT OTHERWISE WOULD BE
REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(DD)
TRANSFER TAXES. THE COMPANY AGREES THAT IT SHALL PAY ALL STOCK
TRANSFER OR OTHER TAXES (OTHER THAN INCOME OR SIMILAR TAXES) WHICH ARE REQUIRED
TO BE PAID IN CONNECTION WITH THE SALE AND TRANSFER OF THE COMMON SHARES TO BE
SOLD TO THE BUYER.
(EE)
MANIPULATION OF PRICE. WITHIN THE LAST TWENTY-FOUR (24) MONTHS,
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, OR
THAT COULD REASONABLY BE EXPECTED TO CAUSE OR RESULT, IN THE STABILIZATION OR
MANIPULATION OF THE PRICE OF ANY SECURITY OF THE COMPANY WITH THE PURPOSE OF
FACILITATING THE SALE OF ANY OF THE COMMON SHARES, (II) SOLD, BID FOR,
PURCHASED, OR PAID ANY COMPENSATION FOR SOLICITING PURCHASES OF, ANY OF THE
COMMON SHARES, OR (III) PAID OR AGREED TO PAY TO ANY PERSON ANY COMPENSATION FOR
SOLICITING ANOTHER TO PURCHASE ANY OTHER SECURITIES OF THE COMPANY.
(FF)
ACKNOWLEDGEMENT REGARDING BUYER'S TRADING ACTIVITY. THE COMPANY
ACKNOWLEDGES AND AGREES, SUBJECT TO THE FINAL SENTENCE OF THIS CLAUSE (FF), THAT
(I) THE BUYER HAS NOT BEEN ASKED TO AGREE, NOR HAS THE BUYER AGREED, TO DESIST
FROM PURCHASING OR SELLING, LONG AND/OR SHORT, SECURITIES OF THE COMPANY, OR
"DERIVATIVE" SECURITIES BASED ON SECURITIES ISSUED BY THE COMPANY OR TO HOLD THE
COMMON SHARES FOR ANY SPECIFIED TERM (UNLESS OTHERWISE SPECIFIED IN THE
REGISTRATION RIGHTS AGREEMENT), (II) THE BUYER, AND COUNTER-PARTIES IN
"DERIVATIVE" TRANSACTIONS TO WHICH THE BUYER IS A PARTY, DIRECTLY OR INDIRECTLY,
MAY IN THE FUTURE HAVE A "SHORT" POSITION IN THE COMMON STOCK, AND (III) THE
BUYER SHALL NOT BE DEEMED TO HAVE ANY AFFILIATION WITH OR CONTROL OVER ANY ARM'S
LENGTH COUNTER-PARTY IN ANY "DERIVATIVE" TRANSACTION. THE COMPANY FURTHER
UNDERSTANDS AND ACKNOWLEDGES THAT THE BUYER MAY ENGAGE IN HEDGING AND/OR TRADING
ACTIVITIES AT VARIOUS TIMES DURING THE PERIOD THAT THE