WHICH
MIGHT REASONABLY BE EXPECTED TO PREVENT THE COMPANY FROM OBTAINING OR EFFECTING
ANY OF THE FOREGOING.
THE COMPANY IS NOT IN VIOLATION OF THE LISTING
REQUIREMENTS OF THE PRINCIPAL MARKET AND HAS NO KNOWLEDGE OF ANY FACTS WHICH
WOULD REASONABLY LEAD TO DELISTING OR SUSPENSION OF THE COMMON STOCK IN THE
FORESEEABLE FUTURE.
(F)
ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE
OF SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH BUYER IS ACTING
SOLELY IN THE CAPACITY OF ARM'S LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND THAT NO
BUYER IS AN OFFICER OR DIRECTOR OF THE COMPANY.
THE COMPANY FURTHER
ACKNOWLEDGES THAT NO BUYER IS ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY OF THE
COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THE TRANSACTION DOCUMENTS,
INCLUDING THE CERTIFICATE OF DESIGNATIONS, AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY, AND ANY ADVICE GIVEN BY A BUYER OR ANY OF ITS
REPRESENTATIVES OR AGENTS IN CONNECTION WITH THE TRANSACTION DOCUMENTS,
INCLUDING THE CERTIFICATE OF DESIGNATIONS, AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY IS MERELY INCIDENTAL TO SUCH BUYER'S PURCHASE OF THE
SECURITIES.
THE COMPANY FURTHER REPRESENTS TO EACH BUYER THAT THE COMPANY'S
DECISION TO ENTER INTO THE TRANSACTION DOCUMENTS HAS BEEN BASED SOLELY ON THE
INDEPENDENT EVALUATION BY THE COMPANY AND ITS REPRESENTATIVES.
(G)
NO GENERAL SOLICITATION; PLACEMENT AGENT'S
FEES.
NEITHER THE COMPANY, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON
ITS OR THEIR BEHALF, HAS ENGAGED IN
7
ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING (WITHIN THE MEANING OF
REGULATION D) IN CONNECTION WITH THE OFFER OR SALE OF THE SECURITIES.
THE
COMPANY SHALL BE RESPONSIBLE FOR THE PAYMENT OF ANY PLACEMENT AGENT'S FEES,
FINANCIAL ADVISORY FEES, OR BROKERS' COMMISSIONS (OTHER THAN FOR PERSONS ENGAGED
BY ANY BUYER OR ITS INVESTMENT ADVISOR) RELATING TO OR ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
THE COMPANY SHALL PAY, AND HOLD EACH BUYER
HARMLESS AGAINST, ANY LIABILITY, LOSS OR EXPENSE (INCLUDING, WITHOUT LIMITATION,
ATTORNEY'S FEES AND OUT-OF-POCKET EXPENSES) ARISING IN CONNECTION WITH ANY SUCH
CLAIM.
THE COMPANY HAS NOT ENGAGED ANY PLACEMENT AGENT OR OTHER AGENT IN
CONNECTION WITH THE SALE OF THE PREFERRED SHARES AND THE WARRANTS.
(H)
NO INTEGRATED OFFERING.
NONE OF THE
COMPANY, ITS SUBSIDIARIES, ANY OF THEIR AFFILIATES, AND ANY PERSON ACTING ON
THEIR BEHALF HAS, DIRECTLY OR INDIRECTLY, MADE ANY OFFERS OR SALES OF ANY
SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY, UNDER CIRCUMSTANCES THAT
WOULD REQUIRE REGISTRATION OF ANY OF THE SECURITIES UNDER THE 1933 ACT OR CAUSE
THIS OFFERING OF THE SECURITIES TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE
COMPANY FOR PURPOSES OF THE 1933 ACT OR ANY APPLICABLE STOCKHOLDER APPROVAL
PROVISIONS, INCLUDING, WITHOUT LIMITATION, UNDER THE RULES AND REGULATIONS OF
ANY EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON WHICH ANY OF THE SECURITIES OF THE
COMPANY ARE LISTED OR DESIGNATED.
(I)
[RESERVED]
(J)
APPLICATION OF TAKEOVER PROTECTIONS;
RIGHTS AGREEMENT.
THE COMPANY AND ITS BOARD OF DIRECTORS HAVE TAKEN ALL
NECESSARY ACTION, IF ANY,