HEREOF WITH RESPECT TO
STOCKHOLDER APPROVAL OF THE ISSUANCE OF THE SHARES, THE ISSUANCE AND SALE OF THE
SHARES UNDER THE TRANSACTION DOCUMENTS DOES NOT CONTRAVENE THE RULES AND
REGULATIONS OF THE TRADING MARKET ON WHICH THE COMMON STOCK IS CURRENTLY LISTED
OR QUOTED.
(Q)
INVESTMENT COMPANY.
THE COMPANY IS NOT, AND IS NOT AN AFFILIATE
OF, AND IMMEDIATELY AFTER RECEIPT OF PAYMENT FOR THE SHARES, WILL NOT BE AN
AFFILIATE OF, AN "INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT
COMPANY ACT OF 1940, AS AMENDED.
THE COMPANY AND THE SUBSIDIARY SHALL CONDUCT
THEIR BUSINESS IN A MANNER SO THAT THEY WILL NOT BECOME SUBJECT TO THE
INVESTMENT COMPANY ACT, AS AMENDED.
(R)
REGISTRATION RIGHTS.
OTHER THAN EACH OF THE PURCHASERS, AND AS
DISCLOSED IN SEC FILINGS, NO PERSON HAS ANY RIGHT TO CAUSE THE COMPANY TO EFFECT
THE REGISTRATION UNDER THE SECURITIES ACT OF ANY SECURITIES OF THE COMPANY.
(S)
NO INTEGRATED OFFERING. ASSUMING THE ACCURACY OF THE PURCHASERS'
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 3.2, 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 THIS
OFFERING OF THE SHARES TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR
PURPOSES OF THE SECURITIES ACT ANY STATE SECURITIES LAW OR ANY APPLICABLE
SHAREHOLDER APPROVAL PROVISIONS, INCLUDING, WITHOUT LIMITATION, UNDER THE RULES
AND REGULATIONS OF ANY TRADING MARKET ON WHICH ANY OF THE SECURITIES OF THE
COMPANY ARE LISTED OR DESIGNATED.
(T)
FORM S-3 ELIGIBILITY. THE COMPANY EXPECTS TO BE ELIGIBLE BY JULY
7, 2006, TO REGISTER THE RESALE OF THE SHARES FOR RESALE BY THE PURCHASERS ON
FORM S-3 PROMULGATED UNDER THE SECURITIES ACT.
(U)
TAX STATUS.
EXCEPT FOR MATTERS THAT WOULD NOT, INDIVIDUALLY OR IN
THE AGGREGATE, HAVE OR REASONABLY BE EXPECTED TO RESULT IN A COMPANY MATERIAL
ADVERSE EFFECT, THE COMPANY AND THE SUBSIDIARY HAVE FILED ALL NECESSARY FEDERAL,
STATE AND FOREIGN INCOME AND FRANCHISE TAX RETURNS AND HAS PAID OR ACCRUED ALL
TAXES SHOWN AS DUE THEREON, AND THE COMPANY
12
HAS NO KNOWLEDGE OF A TAX DEFICIENCY WHICH HAS BEEN ASSERTED OR THREATENED
AGAINST THE COMPANY OR ANY SUBSIDIARY.
(V)
TORNADO.
TO THE COMPANY'S KNOWLEDGE, ALL OF THE REPRESENTATIONS
AND WARRANTIES OF TORNADO CONTAINED IN THE TORNADO MERGER AGREEMENT OR ANY OTHER
AGREEMENT, INSTRUMENT OR DOCUMENT ENTERED INTO BY TORNADO IN CONNECTION WITH THE
TORNADO TRANSACTION ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS, AND NO EVENT,
CONDITION OR CIRCUMSTANCE HAS OCCURRED OR EXISTS THAT, INDIVIDUALLY OR IN THE
AGGREGATE, HAS RESULTED, OR COULD REASONABLY BE EXPECTED TO RESULT (I) IN A
BREACH OR INACCURACY OF ANY OF THE REPRESENTATIONS OR WARRANTIES OF TORNADO
CONTAINED IN THE TORNADO MERGER AGREEMENT OR IN ANY OTHER AGREEMENT, INSTRUMENT
OR DOCUMENT ENTERED INTO BY TORNADO IN CONNECTION WITH THE TORNADO MERGER
AGREEMENT OR (II) IN A MATERIAL ADVERSE EFFECT ON THE RESULTS