BY IT MAKES QUALIFICATION NECESSARY EXCEPT WHERE THE FAILURE
TO BE SO QUALIFIED WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE BUSINESS,
PROPERTIES, PROSPECTS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF THE
COMPANY (A "MATERIAL ADVERSE EFFECT").
(2)
ISSUANCE.
THE ISSUANCE OF THE SHARES HAVE BEEN DULY AND VALIDLY
AUTHORIZED BY ALL NECESSARY CORPORATE AND SHAREHOLDER ACTION AND, WHEN ISSUED
AND PAID FOR PURSUANT TO THIS AGREEMENT, WILL BE VALIDLY ISSUED, FULLY PAID AND
NON-ASSESSABLE SHARES OF COMMON STOCK OF THE COMPANY.
(3)
AUTHORIZATION; ENFORCEABILITY.
THE COMPANY HAS ALL CORPORATE
RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
ALL CORPORATE ACTION ON THE PART OF THE
COMPANY, ITS DIRECTORS AND STOCKHOLDERS NECESSARY FOR THE
4
AUTHORIZATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY THE
COMPANY, THE AUTHORIZATION, SALE, ISSUANCE AND DELIVERY OF THE SHARES
CONTEMPLATED HEREIN AND THE PERFORMANCE OF THE COMPANY'S OBLIGATIONS HEREUNDER
HAS BEEN TAKEN.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY THE
COMPANY AND CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY,
ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS, SUBJECT TO LAWS OF
GENERAL APPLICATION RELATING TO BANKRUPTCY, INSOLVENCY AND THE RELIEF OF DEBTORS
AND RULES OF LAW GOVERNING SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER
EQUITABLE REMEDIES, AND EXCEPT AS THE INDEMNIFICATION AGREEMENTS OF THE COMPANY
IN SECTION D2 HEREOF MAY BE LEGALLY UNENFORCEABLE.
THE ISSUANCE AND SALE OF THE
SHARES CONTEMPLATED HEREBY WILL NOT GIVE RISE TO ANY PREEMPTIVE RIGHTS OR RIGHTS
OF FIRST REFUSAL ON BEHALF OF ANY PERSON.
(4)
NO CONFLICT; GOVERNMENTAL AND OTHER CONSENTS.
(A)
THE EXECUTION AND DELIVERY BY THE COMPANY OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT RESULT IN THE
VIOLATION OF ANY LAW, STATUTE, RULE, REGULATION, ORDER, WRIT, INJUNCTION,
JUDGMENT OR DECREE OF ANY COURT OR GOVERNMENTAL AUTHORITY TO OR BY WHICH THE
COMPANY IS BOUND, OR OF ANY PROVISION OF THE COMPANY'S CHARTER AND BYLAWS, AND
WILL NOT CONFLICT WITH, OR RESULT IN A BREACH OR VIOLATION OF, ANY OF THE TERMS
OR PROVISIONS OF, OR CONSTITUTE (WITH DUE NOTICE OR LAPSE OF TIME OR BOTH) A
DEFAULT UNDER, ANY LEASE, LOAN AGREEMENT, MORTGAGE, SECURITY AGREEMENT, TRUST
INDENTURE OR OTHER AGREEMENT OR INSTRUMENT TO WHICH THE COMPANY IS A PARTY OR BY
WHICH IT IS BOUND OR TO WHICH ANY OF ITS PROPERTIES OR ASSETS IS SUBJECT, NOR
RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON ANY OF THE PROPERTIES OR
ASSETS OF THE COMPANY EXCEPT TO THE EXTENT THAT ANY SUCH VIOLATION, CONFLICT OR
BREACH WOULD NOT BE REASONABLY LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
NO CONSENT, APPROVAL, AUTHORIZATION OR OTHER ORDER OF ANY
GOVERNMENTAL AUTHORITY OR OTHER THIRD-PARTY IS REQUIRED TO BE OBTAINED BY THE
COMPANY IN CONNECTION WITH THE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS
AGREEMENT OR WITH THE AUTHORIZATION, ISSUE AND SALE OF THE SHARES, EXCEPT SUCH
FILINGS AS MAY BE REQUIRED TO BE MADE WITH THE COMMISSION,