OTHER
GOVERNMENTAL AUTHORITY THAT HAVE NOT BEEN SATISFIED OR EXERCISED.
(W)
LISTING AND MAINTENANCE REQUIREMENTS.
EXCEPT AS SPECIFIED IN THE
SEC REPORTS, THE COMPANY HAS NOT, IN THE TWO YEARS PRECEDING THE DATE HEREOF,
RECEIVED NOTICE FROM ANY TRADING MARKET TO THE EFFECT THAT THE COMPANY IS NOT IN
COMPLIANCE WITH THE LISTING OR MAINTENANCE REQUIREMENTS THEREOF.
THE COMPANY
IS, AND HAS NO REASON TO BELIEVE THAT IT WILL NOT IN THE FORESEEABLE FUTURE
CONTINUE TO BE, IN COMPLIANCE WITH THE LISTING AND MAINTENANCE REQUIREMENTS FOR
CONTINUED LISTING OF THE COMMON STOCK ON THE TRADING MARKET ON WHICH THE COMMON
STOCK IS CURRENTLY LISTED OR QUOTED.
NO APPROVAL OF THE SHAREHOLDERS OF THE
COMPANY IS REQUIRED FOR THE COMPANY TO ISSUE AND DELIVER TO THE INVESTORS THE
SECURITIES CONTEMPLATED BY THE TRANSACTION DOCUMENTS AT THE CLOSING.
(X)
INVESTMENT COMPANY.
THE COMPANY IS NOT, AND IS NOT AN AFFILIATE
OF, AND IMMEDIATELY FOLLOWING THE CLOSING WILL NOT HAVE BECOME, AN "INVESTMENT
COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED.
(Y)
APPLICATION OF TAKEOVER PROTECTIONS.
THE CONTROL SHARE
ACQUISITION PROVISIONS OF THE MINNESOTA BUSINESS CORPORATION ACT ARE
INAPPLICABLE TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
THE COMPANY HAS
NOT ADOPTED ANY POISON PILL (INCLUDING ANY DISTRIBUTION UNDER A RIGHTS
AGREEMENT) OR OTHER SIMILAR ANTI-TAKEOVER PROVISION UNDER THE COMPANY'S
CERTIFICATE OF INCORPORATION (OR SIMILAR CHARTER DOCUMENTS) OR THE LAWS OF ITS
STATE OF INCORPORATION THAT IS OR COULD BECOME APPLICABLE TO THE INVESTORS OR
SHAREHOLDERS OF THE COMPANY PRIOR TO THE CLOSING DATE AS A RESULT OF THE
INVESTORS AND THE COMPANY FULFILLING THEIR OBLIGATIONS OR EXERCISING THEIR
RIGHTS UNDER THE TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE
COMPANY'S ISSUANCE OF THE SECURITIES AND THE INVESTORS' OWNERSHIP OF THE
SECURITIES.
SECTION 673 OF THE MINNESOTA BUSINESS CORPORATION ACT PERTAINING TO
BUSINESS COMBINATIONS IS APPLICABLE TO THE COMPANY; HOWEVER, THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT DOES NOT CONSTITUTE A BUSINESS COMBINATION.
(Z)
NO ADDITIONAL AGREEMENTS.
THE COMPANY DOES NOT HAVE ANY
AGREEMENT OR UNDERSTANDING WITH ANY INVESTOR WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS OTHER THAN AS SPECIFIED IN THE
TRANSACTION DOCUMENTS.
12
(AA)
DISCLOSURE.
THE COMPANY CONFIRMS THAT NEITHER IT NOR ANY PERSON
ACTING ON ITS BEHALF HAS PROVIDED ANY INVESTOR OR ITS RESPECTIVE AGENTS OR
COUNSEL WITH ANY INFORMATION THAT THE COMPANY BELIEVES CONSTITUTES MATERIAL,
NON-PUBLIC INFORMATION EXCEPT INSOFAR AS THE EXISTENCE AND TERMS OF THE PROPOSED
TRANSACTIONS HEREUNDER MAY CONSTITUTE SUCH INFORMATION.
THE COMPANY UNDERSTANDS
AND CONFIRMS THAT THE INVESTORS WILL RELY ON THE FOREGOING REPRESENTATIONS AND
COVENANTS IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY.
ALL
DISCLOSURE PROVIDED TO THE INVESTORS REGARDING THE COMPANY, ITS BUSINESS AND THE
TRANSACTIONS CONTEMPLATED HEREBY, FURNISHED BY OR ON BEHALF OF THE COMPANY
(INCLUDING THE COMPANY'S REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS
AGREEMENT) 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