ACT.
NO PERSON HAS ANY RIGHT OF FIRST REFUSAL, PREEMPTIVE RIGHT, RIGHT
OF PARTICIPATION, OR ANY SIMILAR RIGHT TO PARTICIPATE IN THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
EXCEPT AS A RESULT OF THE PURCHASE
AND SALE OF THE SECURITIES AND AS SET FORTH ON SCHEDULE 3.1(G), THERE ARE NO
OUTSTANDING OPTIONS, WARRANTS, SCRIP RIGHTS TO SUBSCRIBE TO, CALLS OR
COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO, OR SECURITIES, RIGHTS OR
OBLIGATIONS CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE FOR, OR GIVING ANY
PERSON ANY RIGHT TO SUBSCRIBE FOR OR ACQUIRE, ANY SHARES OF COMMON STOCK OR THE
CAPITAL STOCK OF ANY SUBSIDIARY, OR CONTRACTS, COMMITMENTS, UNDERSTANDINGS OR
ARRANGEMENTS BY WHICH THE COMPANY OR ANY SUBSIDIARY IS OR MAY BECOME BOUND TO
ISSUE ADDITIONAL SHARES OF COMMON STOCK OR COMMON STOCK EQUIVALENTS OR CAPITAL
STOCK OF ANY SUBSIDIARY.
THE ISSUANCE AND SALE OF THE SECURITIES WILL NOT
OBLIGATE THE COMPANY OR ANY SUBSIDIARY TO ISSUE SHARES OF COMMON STOCK OR OTHER
SECURITIES TO ANY PERSON (OTHER THAN THE PURCHASERS). THERE ARE NO OUTSTANDING
SECURITIES OR INSTRUMENTS OF THE COMPANY OR ANY SUBSIDIARY WITH ANY PROVISION
THAT ADJUSTS THE EXERCISE, CONVERSION, EXCHANGE OR RESET PRICE OF SUCH SECURITY
OR INSTRUMENT UPON AN ISSUANCE OF SECURITIES BY THE COMPANY OR ANY SUBSIDIARY.
THERE ARE NO OUTSTANDING SECURITIES OR INSTRUMENTS OF THE COMPANY OR ANY
SUBSIDIARY THAT CONTAIN ANY REDEMPTION OR SIMILAR PROVISIONS, AND THERE ARE NO
CONTRACTS, COMMITMENTS, UNDERSTANDINGS OR ARRANGEMENTS BY WHICH THE COMPANY OR
ANY SUBSIDIARY IS OR MAY BECOME BOUND TO REDEEM A SECURITY OF THE COMPANY OR
SUCH SUBSIDIARY. THE COMPANY DOES NOT HAVE ANY STOCK APPRECIATION RIGHTS OR
"PHANTOM STOCK" PLANS OR AGREEMENTS OR ANY SIMILAR PLAN OR AGREEMENT. ALL OF THE
OUTSTANDING SHARES OF CAPITAL STOCK OF THE COMPANY ARE DULY AUTHORIZED, VALIDLY
ISSUED, FULLY PAID AND NONASSESSABLE, HAVE BEEN ISSUED IN COMPLIANCE WITH ALL
FEDERAL AND STATE SECURITIES LAWS, AND NONE OF SUCH OUTSTANDING SHARES WAS
ISSUED IN VIOLATION OF ANY PREEMPTIVE RIGHTS OR SIMILAR RIGHTS TO SUBSCRIBE FOR
OR PURCHASE SECURITIES.
NO FURTHER APPROVAL OR AUTHORIZATION OF ANY
STOCKHOLDER, THE BOARD OF DIRECTORS OR OTHERS IS REQUIRED FOR THE ISSUANCE AND
SALE OF THE SECURITIES.
THERE ARE NO STOCKHOLDERS AGREEMENTS, VOTING AGREEMENTS
OR OTHER SIMILAR AGREEMENTS WITH RESPECT TO THE COMPANY'S CAPITAL STOCK TO WHICH
THE COMPANY IS A PARTY OR, TO THE KNOWLEDGE OF THE COMPANY, BETWEEN OR AMONG ANY
OF THE COMPANY'S STOCKHOLDERS.
(H)
SEC REPORTS; FINANCIAL STATEMENTS.
THE COMPANY HAS FILED ALL
REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED
BY THE COMPANY UNDER THE SECURITIES ACT AND THE EXCHANGE ACT, INCLUDING PURSUANT
TO SECTION 13(A) OR 15(D) THEREOF, FOR THE TWO YEARS PRECEDING THE DATE HEREOF
(OR SUCH SHORTER PERIOD AS THE COMPANY WAS REQUIRED BY LAW OR REGULATION TO FILE
SUCH MATERIAL) (THE FOREGOING MATERIALS, INCLUDING THE EXHIBITS THERETO AND
DOCUMENTS INCORPORATED BY REFERENCE THEREIN, TOGETHER WITH THE PROSPECTUS AND
THE PROSPECTUS SUPPLEMENT, BEING COLLECTIVELY REFERRED TO HEREIN AS THE "SEC
REPORTS") ON A TIMELY BASIS OR