FOR THE PERIODS THEN ENDED, SUBJECT, IN
THE CASE OF UNAUDITED STATEMENTS, TO NORMAL, IMMATERIAL, YEAR-END AUDIT
ADJUSTMENTS.
NO OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO
THE PURCHASERS WHICH IS NOT INCLUDED IN THE SEC REPORTS CONTAINS ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
THE
COMPANY HAS NOT PROVIDED TO THE PURCHASERS ANY MATERIAL NON-PUBLIC INFORMATION
OR OTHER INFORMATION WHICH, ACCORDING TO APPLICABLE LAW, RULE OR REGULATION, WAS
REQUIRED TO HAVE BEEN DISCLOSED PUBLICLY BY THE COMPANY BUT WHICH HAS NOT BEEN
SO DISCLOSED, OTHER THAN WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(I) MATERIAL CHANGES.
SINCE THE DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS
INCLUDED WITHIN THE SEC REPORTS, EXCEPT AS SPECIFICALLY DISCLOSED IN THE SEC
REPORTS (I) THERE HAS BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT THAT COULD HAVE A
MATERIAL ADVERSE EFFECT, (II) THE COMPANY HAS NOT INCURRED ANY LIABILITIES
(CONTINGENT OR OTHERWISE) OTHER THAN (A) TRADE PAYABLES AND ACCRUED EXPENSES
INCURRED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND
(B) LIABILITIES NOT REQUIRED TO BE REFLECTED IN THE COMPANY'S FINANCIAL
STATEMENTS PURSUANT TO GAAP OR REQUIRED TO BE DISCLOSED IN FILINGS MADE WITH THE
COMMISSION, (III) THE COMPANY HAS NOT MATERIALLY ALTERED ITS METHOD OF
ACCOUNTING, (IV) THE COMPANY HAS NOT DECLARED OR MADE ANY DIVIDEND OR
DISTRIBUTION OF CASH OR OTHER PROPERTY TO ITS STOCKHOLDERS OR PURCHASED,
REDEEMED OR MADE ANY AGREEMENTS TO PURCHASE OR REDEEM ANY SHARES OF ITS CAPITAL
STOCK AND (V) THE COMPANY HAS NOT ISSUED ANY EQUITY SECURITIES TO ANY OFFICER,
DIRECTOR OR AFFILIATE, EXCEPT PURSUANT TO EXISTING COMPANY STOCK OPTION PLANS.
EXCEPT FOR THE ISSUANCE OF THE SECURITIES CONTEMPLATED BY THIS AGREEMENT OR AS
SET FORTH ON SCHEDULE 3.1(I), NO EVENT, LIABILITY OR DEVELOPMENT HAS OCCURRED OR
EXISTS WITH RESPECT TO THE COMPANY OR ITS SUBSIDIARIES OR THEIR RESPECTIVE
BUSINESS, PROPERTIES, OPERATIONS OR FINANCIAL CONDITION, THAT WOULD BE REQUIRED
TO BE DISCLOSED BY THE COMPANY UNDER APPLICABLE FEDERAL SECURITIES LAWS AT THE
TIME THIS REPRESENTATION IS MADE THAT HAS NOT BEEN PUBLICLY DISCLOSED.
(J) LITIGATION.
THERE IS NO ACTION, SUIT, INQUIRY, NOTICE OF VIOLATION,
PROCEEDING OR INVESTIGATION PENDING OR, TO THE KNOWLEDGE OF THE COMPANY,
THREATENED AGAINST OR AFFECTING THE COMPANY, ANY SUBSIDIARY OR ANY OF THEIR
RESPECTIVE PROPERTIES BEFORE OR BY ANY COURT, ARBITRATOR, GOVERNMENTAL OR
ADMINISTRATIVE AGENCY OR REGULATORY AUTHORITY (FEDERAL, STATE, COUNTY, LOCAL OR
10
FOREIGN) (COLLECTIVELY, AN "ACTION") WHICH (I) ADVERSELY AFFECTS OR CHALLENGES
THE LEGALITY, VALIDITY OR ENFORCEABILITY OF ANY OF THE TRANSACTION DOCUMENTS OR
THE SECURITIES OR (II) COULD HAVE A MATERIAL ADVERSE EFFECT.
NEITHER THE
COMPANY NOR ANY SUBSIDIARY, NOR ANY DIRECTOR OR EXECUTIVE OFFICER THEREOF, IS OR
HAS BEEN THE SUBJECT OF ANY ACTION INVOLVING A CLAIM OF VIOLATION OF OR
LIABILITY UNDER FEDERAL OR STATE SECURITIES LAWS OR