PLEDGES, CHARGES, CLOUDS ON TITLE,
OPTIONS, RESTRICTIONS AND LEGAL OR EQUITABLE RIGHTS OF ANY PERSONS INCLUDING,
BUT NOT LIMITED TO, RIGHTS OF FIRST REFUSAL, PRE-EMPTIVE AND/OR SIMILAR RIGHTS
(COLLECTIVELY, "ENCUMBRANCES").
THERE ARE NO OUTSTANDING SUBSCRIPTIONS,
OPTIONS, RIGHTS, WARRANTS, CONVERTIBLE SECURITIES, OR OTHER AGREEMENTS OR
COMMITMENTS OBLIGATING THE SELLERS AND/OR COMPANY TO ISSUE OR TO TRANSFER ANY
SHARES OF ITS CAPITAL STOCK AND OTHER THAN THE ACQUISITION DOES SELLERS HAVE ANY
SUCH OBLIGATION WITH RESPECT TO THEIR SHARES.
NONE OF THE OUTSTANDING SHARES OF
COMMON STOCK ARE SUBJECT TO ANY STOCK RESTRICTION AGREEMENTS AND/OR RIGHTS OF
FIRST REFUSAL, PRE-EMPTIVE OR SIMILAR RIGHTS.
ALL OF THE ISSUED AND OUTSTANDING
CAPITAL STOCK OF THE COMPANY HAS BEEN ISSUED IN COMPLIANCE WITH ALL APPLICABLE
LAW, INCLUDING, BUT NOT LIMITED TO, ALL STATE SECURITIES LAWS.
THERE ARE 37
SHAREHOLDERS OF RECORD OF THE COMPANY. ALL OF SUCH SHAREHOLDERS HAVE VALID TITLE
TO SUCH SHARES AND ACQUIRED THEIR SHARES IN COMPLIANCE WITH ALL APPLICABLE LAWS,
INCLUDING, BUT NOT LIMITED TO, ALL STATE SECURITIES LAWS.
SELLERS HAVE
DELIVERED TO PURCHASER A TRUE AND CORRECT LIST OF SHAREHOLDERS AS OF THE CLOSING
DATE CERTIFIED BY THE COMPANY'S TRANSFER AGENT LISTING THE NAME, ADDRESS AND
AMOUNT OF SHARES OF COMMON STOCK OWNED BY EACH SHAREHOLDER.
THERE ARE NO
OPTIONS, WARRANTS, RIGHTS, CONVERTIBLE OR EXCHANGEABLE SECURITIES, "PHANTOM"
STOCK RIGHTS, STOCK APPRECIATION RIGHTS, STOCK-BASED PERFORMANCE UNITS,
COMMITMENTS, CONTRACTS, ARRANGEMENTS OR UNDERTAKINGS OF ANY KIND WHICH ARE
OUTSTANDING OR TO WHICH THE COMPANY IS A PARTY OR BY WHICH IT IS BOUND (X)
OBLIGATING THE COMPANY TO ISSUE, DELIVER OR SELL, OR CAUSE TO BE ISSUED,
DELIVERED OR SOLD, ADDITIONAL SHARES OF CAPITAL STOCK OR OTHER EQUITY INTERESTS
IN, OR ANY SECURITY CONVERTIBLE OR EXERCISABLE FOR OR EXCHANGEABLE INTO ANY
CAPITAL STOCK OF OR OTHER EQUITY INTEREST IN, THE COMPANY, (Y) OBLIGATING THE
COMPANY TO ISSUE, GRANT, EXTEND OR ENTER INTO ANY SUCH OPTION, WARRANT, CALL,
RIGHT, SECURITY, COMMITMENT, CONTRACT, ARRANGEMENT OR UNDERTAKING OR (Z) THAT
GIVE ANY PERSON THE RIGHT TO RECEIVE ANY ECONOMIC BENEFIT OR RIGHT SIMILAR TO OR
DERIVED FROM THE ECONOMIC BENEFITS AND RIGHTS OCCURRING TO HOLDERS OF THE
CAPITAL STOCK OF THE COMPANY.
2.05
SUBSIDIARIES. THE COMPANY DOES NOT CURRENTLY OWN OR CONTROL,
DIRECTLY OR INDIRECTLY, ANY INTEREST IN ANY OTHER CORPORATION, PARTNERSHIP,
TRUST, JOINT VENTURE, LIMITED LIABILITY COMPANY, ASSOCIATION, OR OTHER BUSINESS
ENTITY. THE COMPANY IS NOT A PARTICIPANT IN ANY JOINT VENTURE, PARTNERSHIP OR
SIMILAR ARRANGEMENT.
3
2.06
SEC DOCUMENTS; FINANCIAL STATEMENTS.
THE COMPANY IS REQUIRED UNDER
SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT") AND HAS TIMELY (INCLUDING WITHIN ANY ADDITIONAL TIME PERIODS PROVIDED BY
RULE 12B-25 UNDER THE EXCHANGE ACT) FILED ALL REPORTS, SCHEDULES, FORMS,
STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED BY IT WITH THE SEC PURSUANT
TO THE REPORTING REQUIREMENTS OF THE EXCHANGE ACT (ALL OF THE FOREGOING FILED
PRIOR TO THE CLOSING DATE, ALL EXHIBITS INCLUDED THEREIN AND FINANCIAL
STATEMENTS, NOTES AND SCHEDULES THERETO AND DOCUMENTS INCORPORATED BY REFERENCE
THEREIN, ALL AMENDMENTS THERETO