OR RIGHTS CONVERTIBLE OR
EXCHANGEABLE INTO, OR EXERCISABLE FOR, SHARES OF COMMON STOCK.
THE ISSUE AND
SALE OF THE SHARES WILL NOT OBLIGATE THE COMPANY TO ISSUE SHARES OF COMMON STOCK
OR OTHER SECURITIES TO ANY PERSON (OTHER THAN THE PURCHASERS) AND WILL NOT
RESULT IN A RIGHT OF ANY HOLDER OF COMPANY SECURITIES TO ADJUST THE EXERCISE,
CONVERSION, EXCHANGE OR RESET PRICE UNDER SUCH SECURITIES. ALL OF THE
OUTSTANDING SHARES OF CAPITAL STOCK OF THE COMPANY ARE VALIDLY ISSUED, FULLY
PAID AND NONASSESSABLE, HAVE BEEN ISSUED IN COMPLIANCE WITH ALL FEDERAL AND
STATE SECURITIES LAWS, AND NONE OF SUCH OUTSTANDING SHARES WAS ISSUED IN
VIOLATION OF ANY PREEMPTIVE RIGHTS OR SIMILAR RIGHTS TO SUBSCRIBE FOR OR
PURCHASE SECURITIES.
OTHER THAN AS SET FORTH IN SECTION 2.2(C) WITH RESPECT TO
THE NEED FOR STOCKHOLDER APPROVAL OF THE ISSUANCE OF THE SHARES, NO FURTHER
APPROVAL OR AUTHORIZATION OF ANY STOCKHOLDER, THE BOARD OF DIRECTORS OF THE
COMPANY OR OTHERS IS REQUIRED FOR THE ISSUANCE AND SALE OF THE SHARES.
EXCEPT
AS DISCLOSED IN THE SEC FILINGS, THERE ARE NO STOCKHOLDERS AGREEMENTS, VOTING
AGREEMENTS OR OTHER SIMILAR AGREEMENTS WITH RESPECT TO THE COMPANY'S CAPITAL
STOCK TO WHICH THE COMPANY IS A PARTY OR, TO THE KNOWLEDGE OF THE COMPANY,
BETWEEN OR AMONG ANY OF THE COMPANY'S STOCKHOLDERS.
(H)
SEC REPORTS; FINANCIAL STATEMENTS.
THE COMPANY AND THE SUBSIDIARY
HAVE FILED ALL REPORTS, REGISTRATIONS, SCHEDULES, FORMS, STATEMENTS AND OTHER
DOCUMENTS REQUIRED TO BE FILED BY IT UNDER THE SECURITIES ACT AND THE EXCHANGE
ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF, OR WITH ANY
GOVERNMENTAL AUTHORITY, FOR THE TWELVE MONTHS PRECEDING THE DATE HEREOF (OR SUCH
SHORTER PERIOD AS THE COMPANY OR THE SUBSIDIARY WAS REQUIRED BY LAW TO FILE SUCH
REPORTS) (THE FOREGOING MATERIALS BEING COLLECTIVELY REFERRED TO HEREIN AS THE
"SEC REPORTS" AND, TOGETHER WITH THE SCHEDULES TO THIS AGREEMENT (IF ANY), THE
"DISCLOSURE MATERIALS") ON A TIMELY BASIS OR HAS TIMELY FILED A VALID EXTENSION
OF SUCH TIME OF FILING AND HAS FILED ANY SUCH SEC REPORTS PRIOR TO THE
EXPIRATION OF ANY SUCH EXTENSION.
AS OF THEIR RESPECTIVE DATES, THE SEC REPORTS
COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT
AND THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE COMMISSION PROMULGATED
THEREUNDER, AND THE RULES AND REGULATIONS OF ANY OTHER GOVERNMENTAL AUTHORITY
WITH WHICH THE SEC REPORTS WERE MADE OR SHOULD HAVE BEEN MADE, AND NONE OF THE
SEC REPORTS, WHEN FILED, 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 LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING.
THE FINANCIAL STATEMENTS OF THE COMPANY
INCLUDED IN THE SEC REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH THE RULES AND
REGULATIONS OF THE COMMISSION WITH RESPECT THERETO AS IN EFFECT AT THE TIME OF
FILING.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON