ESTATE, ASSOCIATION,
JOINT VENTURE OR OTHER ENTITY, THE BENEFICIAL INTEREST IN SUCH TRUST, ESTATE,
ASSOCIATION OR OTHER ENTITY BUSINESS IS, AT THE TIME OF DETERMINATION, OWNED OR
CONTROLLED DIRECTLY OR INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES, BY SUCH
ENTITY.
4
(B)
OUTSTANDING STOCK.
ALL ISSUED AND OUTSTANDING SHARES OF CAPITAL
STOCK OF THE COMPANY AND EACH OF THE SUBSIDIARIES HAVE BEEN DULY AUTHORIZED AND
VALIDLY ISSUED AND ARE FULLY PAID AND NONASSESSABLE.
(C)
AUTHORITY; ENFORCEABILITY.
THE COMPANY HAS THE REQUISITE POWER
AND AUTHORITY TO ENTER INTO AND PERFORM THIS AGREEMENT AND ANY OTHER AGREEMENTS
DELIVERED TOGETHER WITH THIS AGREEMENT OR IN CONNECTION HEREWITH (COLLECTIVELY,
THE "TRANSACTION DOCUMENTS") AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION DOCUMENTS BY THE COMPANY
AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION, AND NO FURTHER
CONSENT OR AUTHORIZATION OF THE COMPANY'S BOARD OF DIRECTORS OR THE COMPANY'S
STOCKHOLDERS IS REQUIRED.
THE TRANSACTION DOCUMENTS HAVE BEEN DULY AUTHORIZED,
EXECUTED AND DELIVERED BY THE COMPANY AND CONSTITUTE VALID AND BINDING
OBLIGATIONS OF THE COMPANY ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH
THEIR TERMS SUBJECT TO BANKRUPTCY, INSOLVENCY, FRAUDULENT TRANSFER,
REORGANIZATION, MORATORIUM AND SIMILAR LAWS OF GENERAL APPLICABILITY RELATING TO
OR AFFECTING CREDITORS' RIGHTS GENERALLY AND TO GENERAL PRINCIPLES OF EQUITY.
(D)
ADDITIONAL ISSUANCES.
THERE ARE NO OUTSTANDING AGREEMENTS OR
PREEMPTIVE OR SIMILAR RIGHTS AFFECTING THE COMMON STOCK OR OTHER CAPITAL STOCK
OF THE COMPANY AND NO OUTSTANDING RIGHTS, WARRANTS OR OPTIONS TO ACQUIRE,
SECURITIES OR INSTRUMENTS CONVERTIBLE INTO OR EXCHANGEABLE FOR, OR AGREEMENTS OR
UNDERSTANDINGS WITH RESPECT TO THE SALE OR ISSUANCE OF ANY SHARES OF COMMON
STOCK OR OTHER CAPITAL STOCK OF THE COMPANY OR OTHER EQUITY INTEREST IN ANY OF
THE SUBSIDIARIES OF THE COMPANY EXCEPT AS DESCRIBED ON SCHEDULE 3(D).
THERE ARE
NO OUTSTANDING OBLIGATIONS OF THE COMPANY OR ANY SUBSIDIARY TO REPURCHASE,
REDEEM OR OTHERWISE ACQUIRE ANY OUTSTANDING SECURITIES OF THE COMPANY OR ANY
SUBSIDIARY.
(E)
CONSENTS.
NO CONSENT, APPROVAL, AUTHORIZATION , ORDER,
REGISTRATION, FILING OR QUALIFICATION OF OR WITH THE OTC BULLETIN BOARD (THE
"BULLETIN BOARD") OR ANY COURT, GOVERNMENTAL, REGULATORY OR SELF-REGULATORY
AGENCY OR BODY OR ARBITRATOR HAVING JURISDICTION OVER THE COMPANY IS REQUIRED
FOR THE VALID AUTHORIZATION, EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY
OF THE TRANSACTION DOCUMENTS AND COMPLIANCE AND PERFORMANCE BY THE COMPANY OF
ITS OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION,
THE ISSUANCE AND SALE OF THE SECURITIES, EXCEPT FOR SUCH CONSENTS, APPROVALS,
AUTHORIZATIONS, REGISTRATIONS, FILINGS OR QUALIFICATIONS AS MAY BE REQUIRED
UNDER THE SECURITIES ACT OR STATE SECURITIES OR "BLUE SKY" LAWS OR HAVE BEEN OR
WILL BE OBTAINED OR MADE IN CONNECTION WITH THE LISTING OF THE SECURITIES ON THE
NASDAQ CAPITAL MARKET.
(F)
NO VIOLATION OR CONFLICT.
ASSUMING THE REPRESENTATIONS AND
WARRANTIES OF THE PURCHASERS IN SECTION 4 ARE TRUE AND CORRECT, NEITHER THE
ISSUANCE AND SALE OF THE SECURITIES NOR THE PERFORMANCE OF THE COMPANY'S
OBLIGATIONS UNDER THIS AGREEMENT AND ALL OTHER