ACT AND, EXCEPT WITH RESPECT TO CERTAIN MATTERS WHICH THE
COMPANY HAS DISCLOSED TO THE PURCHASER ON SCHEDULE 4.21 TO THE SECURITIES
PURCHASE AGREEMENT, THE COMPANY HAS TIMELY FILED ALL PROXY STATEMENTS, REPORTS,
SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT
UNDER THE EXCHANGE ACT.
THE COMPANY HAS FILED (I) ITS ANNUAL REPORT ON
FORM 10-K FOR ITS FISCAL YEAR ENDED JUNE 30, 2004 AND (II)
7
ITS QUARTERLY REPORT ON FORM 10-Q FOR THE FISCAL QUARTER ENDED MARCH 31, 2005
(COLLECTIVELY, THE "SEC REPORTS").
EACH SEC REPORT WAS, AT THE TIME OF ITS
FILING, IN SUBSTANTIAL COMPLIANCE WITH THE REQUIREMENTS OF ITS RESPECTIVE FORM
AND NONE OF THE SEC REPORTS, NOR THE FINANCIAL STATEMENTS (AND THE NOTES
THERETO) INCLUDED IN THE SEC REPORTS, AS OF THEIR RESPECTIVE FILING DATES,
CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY 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 AS TO
FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE
PUBLISHED RULES AND REGULATIONS OF THE COMMISSION OR OTHER APPLICABLE RULES AND
REGULATIONS WITH RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED
IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") APPLIED ON
A CONSISTENT BASIS DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE OTHERWISE
INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO OR (II) IN THE CASE
OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY NOT INCLUDE FOOTNOTES OR
MAY BE CONDENSED) AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL
CONDITION, THE RESULTS OF OPERATIONS AND THE CASH FLOWS OF THE COMPANY AND ITS
SUBSIDIARIES, ON A CONSOLIDATED BASIS, AS OF, AND FOR, THE PERIODS PRESENTED IN
EACH SUCH SEC REPORT.
(B)
THE COMMON STOCK IS LISTED FOR TRADING ON THE AMERICAN STOCK
EXCHANGE AND SATISFIES ALL REQUIREMENTS FOR THE CONTINUATION OF SUCH LISTING,
AND THE COMPANY SHALL DO ALL THINGS NECESSARY FOR THE CONTINUATION OF SUCH
LISTING. THE COMPANY HAS NOT RECEIVED ANY NOTICE THAT ITS COMMON STOCK WILL BE
DELISTED FROM THE AMERICAN STOCK EXCHANGE (EXCEPT FOR PRIOR NOTICES WHICH HAVE
BEEN FULLY REMEDIED) OR THAT THE COMMON STOCK DOES NOT MEET ALL REQUIREMENTS FOR
THE CONTINUATION OF SUCH LISTING.
(C)
NEITHER THE COMPANY, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON
ACTING ON ITS OR THEIR BEHALF, HAS DIRECTLY OR INDIRECTLY MADE ANY OFFERS OR
SALES OF ANY SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY UNDER
CIRCUMSTANCES THAT WOULD CAUSE THE OFFERING OF THE SECURITIES PURSUANT TO THE
SECURITIES PURCHASE AGREEMENT TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE
COMPANY FOR PURPOSES OF THE SECURITIES ACT WHICH WOULD PREVENT THE COMPANY FROM
SELLING THE COMMON STOCK PURSUANT TO RULE 506 UNDER THE SECURITIES ACT, OR ANY
APPLICABLE EXCHANGE-RELATED STOCKHOLDER APPROVAL PROVISIONS, NOR WILL THE
COMPANY OR ANY OF ITS AFFILIATES OR SUBSIDIARIES