HAS NO SUBSIDIARIES OR DIRECT OR INDIRECT INTEREST (BY WAY OF STOCK
OWNERSHIP OR OTHERWISE) IN ANY FIRM, CORPORATION, LIMITED LIABILITY COMPANY,
PARTNERSHIP, ASSOCIATION OR BUSINESS.
2.2
QUALIFICATION.
THE COMPANY IS DULY QUALIFIED TO
CONDUCT BUSINESS AS A FOREIGN CORPORATION AND IS IN GOOD STANDING IN EACH STATE
OR OTHER JURISDICTION WHEREIN THE NATURE OF ITS ACTIVITIES OR PROPERTIES OWNED
OR LEASED MAKES SUCH QUALIFICATION NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO
QUALIFIED COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT
("MATERIAL ADVERSE EFFECT") ON THE PROPERTIES, ASSETS, LIABILITIES OR RESULTS OF
OPERATIONS OF THE COMPANY TAKEN AS A WHOLE.
2.3
CAPITALIZATION OF THE COMPANY.
THERE ARE 6,600,000
SHARES OF COMMON STOCK OF THE COMPANY ISSUED AND OUTSTANDING, AND SUCH SHARES
ARE DULY AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND, NONE OF SUCH SHARES HAVE
BEEN ISSUED IN VIOLATION OF PREEMPTIVE RIGHTS, IF ANY, OF ANY PERSON. THE OFFER,
ISSUANCE AND SALE OF THE SHARES WERE (A) EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT, (B) REGISTERED OR
QUALIFIED (OR WERE EXEMPT FROM REGISTRATION OR QUALIFICATION) UNDER THE
REGISTRATION OR QUALIFICATION REQUIREMENTS OF ALL APPLICABLE STATE SECURITIES
LAWS AND (C) ACCOMPLISHED IN CONFORMITY WITH ALL OTHER APPLICABLE SECURITIES
LAWS. THE COMPANY HAS NO OUTSTANDING OPTIONS, RIGHTS OR COMMITMENTS TO ISSUE
SHARES OR OTHER EQUITY SECURITIES, AND THERE ARE NO OUTSTANDING SECURITIES
CONVERTIBLE OR EXERCISABLE INTO OR EXCHANGEABLE FOR SHARES OR OTHER EQUITY
SECURITIES OF THE COMPANY.
2.4
INDEBTEDNESS.
THE COMPANY HAS NO INDEBTEDNESS EXCEPT
THE ASSUMED INDEBTEDNESS AS IDENTIFIED ON THE COMPANY FINANCIAL STATEMENTS (AS
DEFINED BELOW) OR IN SCHEDULE 2.4 HERETO.
2.5
STOCKHOLDERS OF THE COMPANY.
SCHEDULE 2.5 HERETO
CONTAINS A TRUE AND COMPLETE LIST OF THE NAMES AND ADDRESSES OF THE RECORD
OWNERS OF ALL OF THE OUTSTANDING SHARES AND OTHER EQUITY SECURITIES OF THE
COMPANY, TOGETHER WITH THE NUMBER SECURITIES HELD. TO THE BEST KNOWLEDGE OF THE
COMPANY, THERE IS NO VOTING TRUST, AGREEMENT OR ARRANGEMENT AMONG ANY OF THE
BENEFICIAL HOLDERS OF THE SHARES AFFECTING THE NOMINATION OR ELECTION OF
DIRECTORS OR THE EXERCISE OF THE VOTING RIGHTS OF THE SHARES.
2.6
ACTS AND PROCEEDINGS.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY THE BOARD OF DIRECTORS
OF THE COMPANY, AND ALL OF THE ACTS AND OTHER PROCEEDINGS REQUIRED FOR THE DUE
AND VALID AUTHORIZATION, EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT
HAVE BEEN OR, AT THE CLOSING, SHALL BE, VALIDLY AND APPROPRIATELY TAKEN.
Except for the requisite approval of the Merger and the adoption of this
Agreement by the Company's stockholders and the Merger filings with the State of
Oregon, no other corporate proceedings on the part of the Company are necessary
to authorize this Agreement or to consummate the transactions contemplated
hereby.
2.7
COMPLIANCE WITH LAWS AND INSTRUMENTS. THE EXECUTION,
DELIVERY AND PERFORMANCE BY THE COMPANY OF THIS AGREEMENT AND THE CONSUMMATION
BY THE COMPANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT: (A) WILL NOT
REQUIRE ANY AUTHORIZATION, CONSENT OR APPROVAL