THAN THE
INVESTORS) AND WILL NOT RESULT IN A RIGHT OF ANY HOLDER OF SECURITIES TO ADJUST
THE EXERCISE, CONVERSION, EXCHANGE OR RESET PRICE UNDER SUCH SECURITIES.
TO THE
KNOWLEDGE OF THE COMPANY, EXCEPT AS DISCLOSED IN THE SEC REPORTS AND ANY
SCHEDULES 13D OR 13G FILED WITH THE SEC PURSUANT TO RULE 13D-1 OF THE EXCHANGE
ACT BY REPORTING PERSONS OR IN SCHEDULE 3.1(F) HERETO, NO PERSON OR GROUP OF
RELATED PERSONS BENEFICIALLY OWNS (AS DETERMINED PURSUANT TO RULE 13D-3 UNDER
THE EXCHANGE ACT), OR HAS THE RIGHT TO ACQUIRE, BY AGREEMENT WITH OR BY
OBLIGATION BINDING UPON THE COMPANY, BENEFICIAL OWNERSHIP OF IN EXCESS OF 5% OF
THE OUTSTANDING COMMON STOCK.
(G)
SEC REPORTS; FINANCIAL STATEMENTS.
EXCEPT AS SET FORTH ON SCHEDULE
3.1(G), THE COMPANY HAS FILED ALL REPORTS REQUIRED TO BE FILED BY IT UNDER THE
EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF, FOR THE 12
MONTHS PRECEDING THE DATE HEREOF ON A TIMELY BASIS OR HAS RECEIVED A VALID
EXTENSION OF SUCH TIME OF FILING AND HAS FILED ANY SUCH SEC REPORTS PRIOR TO THE
EXPIRATION OF ANY SUCH EXTENSION AND HAS FILED ALL REPORTS REQUIRED TO BE FILED
BY IT UNDER THE EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D)
THEREOF, FOR THE TWO YEARS PRECEDING THE DATE HEREOF.
SUCH REPORTS REQUIRED TO
BE FILED BY THE COMPANY UNDER THE EXCHANGE ACT, INCLUDING PURSUANT TO SECTION
13(A) OR 15(D) THEREOF, TOGETHER WITH ANY MATERIALS FILED OR FURNISHED BY THE
COMPANY UNDER THE EXCHANGE ACT, WHETHER OR NOT ANY SUCH REPORTS WERE REQUIRED
BEING COLLECTIVELY REFERRED TO HEREIN AS THE "SEC REPORTS" AND, TOGETHER WITH
THIS AGREEMENT AND THE SCHEDULES TO THIS AGREEMENT, THE "DISCLOSURE MATERIALS".
AS OF THEIR RESPECTIVE DATES, THE SEC REPORTS FILED BY THE COMPANY COMPLIED IN
ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT AND THE
EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER,
AND NONE OF THE SEC REPORTS, WHEN FILED BY THE COMPANY, 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 WERE MADE, NOT MISLEADING.
THE
FINANCIAL STATEMENTS OF THE
9
COMPANY INCLUDED IN THE SEC REPORTS COMPLY IN ALL MATERIAL RESPECTS WITH
APPLICABLE ACCOUNTING REQUIREMENTS AND THE RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO AS IN EFFECT AT THE TIME OF FILING.
SUCH FINANCIAL STATEMENTS
HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED
("GAAP"), EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH FINANCIAL STATEMENTS, THE
NOTES THERETO AND EXCEPT THAT UNAUDITED FINANCIAL STATEMENTS MAY NOT CONTAIN ALL
FOOTNOTES REQUIRED BY GAAP OR MAY BE CONDENSED OR SUMMARY STATEMENTS, AND FAIRLY
PRESENT IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE
COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF AND FOR THE DATES THEREOF