ANY EXCHANGE
OR AUTOMATED QUOTATION SYSTEM ON WHICH ANY OF THE SECURITIES OF THE COMPANY ARE
LISTED OR DESIGNATED. NONE OF THE COMPANY, ITS SUBSIDIARIES, THEIR AFFILIATES
AND ANY PERSON ACTING ON THEIR BEHALF WILL TAKE ANY ACTION OR STEPS REFERRED TO
IN THE PRECEDING
8
SENTENCE THAT WOULD REQUIRE REGISTRATION OF ANY OF THE SECURITIES UNDER THE 1933
ACT OR CAUSE THE OFFERING OF THE SECURITIES TO BE INTEGRATED WITH OTHER
OFFERINGS.
(I)
DILUTIVE EFFECT. THE COMPANY UNDERSTANDS
AND ACKNOWLEDGES THAT THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THE WARRANTS,
WILL INCREASE IN CERTAIN CIRCUMSTANCES. THE COMPANY FURTHER ACKNOWLEDGES THAT
ITS OBLIGATION TO ISSUE CONVERSION SHARES UPON CONVERSION OF THE PREFERRED
SHARES IN ACCORDANCE WITH THIS AGREEMENT AND THE CERTIFICATE OF DESIGNATIONS AND
ITS OBLIGATION TO ISSUE THE WARRANT SHARES UPON EXERCISE OF THE WARRANTS IN
ACCORDANCE WITH THIS AGREEMENT AND THE WARRANTS IS, IN EACH CASE, ABSOLUTE AND
UNCONDITIONAL REGARDLESS OF THE DILUTIVE EFFECT THAT SUCH ISSUANCE MAY HAVE ON
THE OWNERSHIP INTERESTS OF OTHER STOCKHOLDERS OF THE COMPANY.
(J)
APPLICATION OF TAKEOVER PROTECTIONS;
RIGHTS AGREEMENT. THE COMPANY AND ITS BOARD OF DIRECTORS HAVE TAKEN ALL
NECESSARY ACTION, IF ANY, IN ORDER TO RENDER INAPPLICABLE ANY CONTROL SHARE
ACQUISITION, BUSINESS COMBINATION, POISON PILL (INCLUDING ANY DISTRIBUTION UNDER
A RIGHTS AGREEMENT) OR OTHER SIMILAR ANTI-TAKEOVER PROVISION UNDER THE ARTICLES
OF INCORPORATION OR THE LAWS OF THE JURISDICTION OF ITS INCORPORATION WHICH IS
OR COULD BECOME APPLICABLE TO ANY BUYER AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE COMPANY'S
ISSUANCE OF THE SECURITIES AND ANY BUYER'S OWNERSHIP OF THE SECURITIES. THE
COMPANY HAS NOT ADOPTED A STOCKHOLDER RIGHTS PLAN OR SIMILAR ARRANGEMENT
RELATING TO ACCUMULATIONS OF BENEFICIAL OWNERSHIP OF COMMON STOCK OR A CHANGE IN
CONTROL OF THE COMPANY.
(K)
SEC DOCUMENTS; FINANCIAL STATEMENTS. DURING
THE TWO (2) YEARS PRIOR TO THE DATE HEREOF, THE COMPANY HAS FILED ALL REPORTS,
SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT WITH
THE SEC PURSUANT TO THE REPORTING REQUIREMENTS OF THE 1934 ACT (ALL OF THE
FOREGOING FILED PRIOR TO THE DATE HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND
FINANCIAL STATEMENTS, NOTES AND SCHEDULES THERETO AND DOCUMENTS INCORPORATED BY
REFERENCE THEREIN BEING HEREINAFTER REFERRED TO AS THE "SEC DOCUMENTS"). THE
COMPANY HAS DELIVERED TO THE BUYERS OR THEIR RESPECTIVE REPRESENTATIVES TRUE,
CORRECT AND COMPLETE COPIES OF EACH OF THE SEC DOCUMENTS NOT AVAILABLE ON THE
EDGAR SYSTEM THAT HAVE BEEN REQUESTED BY EACH BUYER. AS OF THEIR RESPECTIVE
DATES, THE SEC DOCUMENTS COMPLIED 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 NONE OF THE SEC DOCUMENTS, AT THE TIME THEY
WERE FILED WITH THE SEC, CONTAINED 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 THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY