AMENDED (THE "1934 ACT") (ALL OF THE
FOREGOING FILED AT LEAST FIVE (5) BUSINESS DAYS PRIOR TO THE DATE HEREOF
(INCLUDING ALL EXHIBITS INCLUDED THEREIN AND FINANCIAL STATEMENTS AND SCHEDULES
THERETO AND DOCUMENTS INCORPORATED BY REFERENCE THEREIN) BEING HEREINAFTER
REFERRED TO AS THE "SEC DOCUMENTS") AND HAS FILED OR WILL FILE ALL SUCH OTHER
REPORTS, SCHEDULES, FORMS, STATUTES, AND OTHER DOCUMENTS FILED AFTER THE DATE
THAT IS FIVE (5) BUSINESS DAYS PRIOR TO THE DATE HEREOF BUT PRIOR TO OR ON THE
CLOSING DATE (THE "ADDITIONAL SEC DOCUMENTS").
A COMPLETE AND ACCURATE LIST OF
THE SEC DOCUMENTS (AND, TO THE EXTENT FILED PRIOR TO THE DATE HEREOF, THE
ADDITIONAL SEC DOCUMENTS) IS SET FORTH ON THE SEC'S WEBSITE .
THE
COMPANY HAS MADE AVAILABLE (OR WILL MAKE AVAILABLE) TO THE PURCHASERS OR THEIR
RESPECTIVE REPRESENTATIVES TRUE AND COMPLETE COPIES OF THE SEC DOCUMENTS AND THE
ADDITIONAL SEC DOCUMENTS.
EACH OF THE SEC DOCUMENTS AND THE ADDITIONAL SEC
DOCUMENTS WAS FILED (OR WILL BE FILED) WITH THE SEC WITHIN THE TIME FRAMES
PRESCRIBED BY THE SEC FOR THE FILING OF SUCH SEC DOCUMENTS AND ADDITIONAL SEC
DOCUMENTS (INCLUDING ANY EXTENSIONS OF SUCH TIME FRAMES PERMITTED BY RULE 12B-25
UNDER THE 1934 ACT) SUCH THAT EACH FILING WAS TIMELY FILED (OR DEEMED TIMELY
FILED PURSUANT TO RULE 12B-25 UNDER THE 1934 ACT) WITH THE SEC.
AS OF THEIR
RESPECTIVE DATES, THE SEC DOCUMENTS AND THE ADDITIONAL SEC DOCUMENTS COMPLIED
(OR WILL COMPLY) IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE 1934 ACT
AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER APPLICABLE TO
THE SEC DOCUMENTS AND THE ADDITIONAL SEC DOCUMENTS.
NONE OF THE SEC DOCUMENTS
OR ADDITIONAL SEC DOCUMENTS, AT THE TIME THEY WERE FILED (OR WILL BE FILED) WITH
THE SEC, CONTAINED (OR WILL CONTAIN) ANY UNTRUE STATEMENT OF A MATERIAL FACT OR
OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN
ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING.
SINCE THE FILING OF THE SEC DOCUMENTS AND ANY
ADDITIONAL SEC DOCUMENTS FILED PRIOR TO THE DATE HEREOF, NO EVENT HAS OCCURRED
THAT WOULD REQUIRE AN AMENDMENT OR SUPPLEMENT TO ANY OF THE SEC DOCUMENTS OR ANY
OF THE ADDITIONAL SEC DOCUMENTS TO THE EXTENT SUCH SEC DOCUMENTS OR ADDITIONAL
SEC DOCUMENTS HAVE NOT ALREADY BEEN AMENDED OR SUPPLEMENTED AS OF THE DATE
HEREOF.
11
Except for correspondence with respect to (i) written requests by the Company,
from time to time, for confidential treatment of specified information in
agreements required to be filed as exhibits to SEC Documents and (ii) the
Company Registration Statement on Form SB-2, copies of which have been
previously provided to the Purchasers, the Company has not received any written
comments from the SEC staff that have not been resolved to the satisfaction of
the SEC staff.
As of their respective dates, the financial statements of the
Company included in the SEC Documents or in the Additional SEC