RESULTS OF
OPERATIONS OF PGMI AT THE DATES THEREOF AND FOR THE PERIODS PRESENTED.
(SCHEDULE AA)
(B)
CONSENTS REQUIRED.
A COMPLETE LIST OF ALL
AGREEMENTS WHEREIN CONSENT TO THE TRANSACTION HEREIN CONTEMPLATED IS REQUIRED TO
AVOID A DEFAULT THEREUNDER; OR WHERE NOTICE OF SUCH TRANSACTION IS REQUIRED AT
OR SUBSEQUENT TO CLOSING, OR WHERE CONSENT TO AN ACQUISITION, CONSOLIDATION, OR
SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS IS REQUIRED TO AVOID A DEFAULT
THEREUNDER. (SCHEDULE BB)
(C)
CERTIFICATE AND BYLAWS.
COMPLETE AND
ACCURATE COPIES OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OF PGMI, TOGETHER
WITH ALL AMENDMENTS THERETO TO THE DATE HEREOF. (SCHEDULE CC)
(D)
SHAREHOLDERS.
A COMPLETE LIST OF ALL
PERSONS OR ENTITIES OF RECORD HOLDING CAPITAL STOCK OF PGMI OR ANY RIGHTS TO
SUBSCRIBE FOR, ACQUIRE, OR RECEIVE SHARES OF THE CAPITAL STOCK OF PGMI (WHETHER
WARRANTS, CALLS, OPTIONS, OR CONVERSION RIGHTS), INCLUDING COPIES OF ALL STOCK
OPTION PLANS WHETHER QUALIFIED OR NONQUALIFIED, AND OTHER SIMILAR AGREEMENTS.
(SCHEDULE DD)
(E)
OFFICERS AND DIRECTORS.
A COMPLETE AND
CURRENT LIST OF ALL OFFICERS AND DIRECTORS OF PGMI. (SCHEDULE EE)
9
(F)
LITIGATION.
A COMPLETE AND ACCURATE LIST
(IN ALL MATERIAL RESPECTS) OF ALL MATERIAL CIVIL, CRIMINAL, ADMINISTRATIVE,
ARBITRATION OR OTHER SUCH PROCEEDINGS OR INVESTIGATIONS (INCLUDING WITHOUT
LIMITATIONS UNFAIR LABOR PRACTICE MATTERS, LABOR ORGANIZATION ACTIVITIES,
ENVIRONMENTAL MATTERS AND CIVIL RIGHTS VIOLATIONS) PENDING OR, TO THE KNOWLEDGE
OF PGMI THREATENED, WHICH MAY MATERIALLY AND ADVERSELY AFFECT PGMI.
(SCHEDULE FF)
(G)
JURISDICTIONS WHERE QUALIFIED. A LIST OF ALL
JURISDICTIONS WHEREIN PGMI IS QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING.
(SCHEDULE GG)
(H)
SUBSIDIARIES.
A COMPLETE LIST OF ALL
SUBSIDIARIES OF PGMI. (SCHEDULE HH) THE TERM "SUBSIDIARY" OR "SUBSIDIARIES"
SHALL INCLUDE CORPORATIONS, UNINCORPORATED ASSOCIATIONS, PARTNERSHIPS, JOINT
VENTURES, OR SIMILAR ENTITIES IN WHICH PGMI HAS AN INTEREST, DIRECT OR INDIRECT.
4.02
ORGANIZATION, STANDING AND POWER.
PGMI IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF DELAWARE WITH ALL REQUISITE CORPORATE POWER TO OWN OR LEASE ITS
PROPERTIES AND CARRY ON ITS BUSINESS AS IS NOW BEING CONDUCTED.
4.03
QUALIFICATION.
PGMI IS DULY QUALIFIED AND
LICENSED AS A FOREIGN CORPORATION AUTHORIZED TO DO BUSINESS IN EACH JURISDICTION
WHEREIN IT CONDUCTS BUSINESS OPERATIONS.
SUCH JURISDICTIONS, WHICH ARE THE ONLY
JURISDICTIONS IN WHICH PGMI IS DULY QUALIFIED AND LICENSED AS A FOREIGN
CORPORATION, IS SHOWN IN SCHEDULE OO.
4.04
CAPITALIZATION OF PGMI.
THE AUTHORIZED CAPITAL
STOCK OF PGMI CONSISTS OF 100,000 SHARES OF COMMON STOCK, PAR VALUE $.0001 PER
SHARE, OF WHICH THE ONLY SHARES ISSUED AND OUTSTANDING ARE 10,000 SHARES ISSUED
TO THE SHAREHOLDERS LISTED ON SCHEDULE HH, WHICH SHARES WERE DULY AUTHORIZED,
VALIDLY ISSUED AND FULLY PAID AND NONASSESSABLE.
THERE ARE NO PREEMPTIVE RIGHTS
WITH RESPECT TO THE PGMI COMMON STOCK AND THE SHARES OF PGMI COMMON STOCK ARE
FREE FROM RESTRICTIONS ON TRANSFER OR ANY OPTIONS, LIENS, PLEDGES, SECURITY
INTERESTS, ENCUMBRANCES OR CHARGES OF ANY KIND. PGMI HAS NO OTHER EQUITY
SECURITIES OR SECURITIES CONTAINING EQUITY FEATURES AUTHORIZED, ISSUED OR
OUTSTANDING.