THIS AGREEMENT BY PARENT AND ANY ANCILLARY AGREEMENT TO WHICH PARENT IS A
PARTY OR THE CONSUMMATION BY PARENT OF THE TRANSACTIONS CONTEMPLATED HEREBY,
EXCEPT (A) SUCH CONSENTS, WAIVERS, APPROVALS, ORDERS, AUTHORIZATIONS,
REGISTRATIONS, DECLARATIONS AND FILINGS AS MAY BE REQUIRED UNDER APPLICABLE
SECURITIES LAWS, (B) THE FILING OF THE ARTICLES OF MERGER WITH THE SECRETARY OF
STATE OF THE STATE OF NEVADA AND (C) SUCH CONSENTS, WAIVERS, APPROVALS, ORDERS,
AUTHORIZATIONS, REGISTRATIONS, DECLARATIONS AND FILINGS WHICH, IF NOT OBTAINED
OR MADE, WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON PARENT.
3.6
GOVERNMENTAL AUTHORIZATIONS.
PARENT HAS OBTAINED EACH
MATERIAL FEDERAL, STATE, COUNTY, LOCAL OR FOREIGN GOVERNMENTAL CONSENT, LICENSE,
PERMIT, GRANT, OR OTHER AUTHORIZATION OF A GOVERNMENTAL ENTITY (A) PURSUANT TO
WHICH PARENT CURRENTLY OPERATES OR HOLDS ANY INTEREST IN ANY
OF ITS PROPERTIES, OR (B) THAT IS REQUIRED FOR THE OPERATION OF PARENT'S
BUSINESS OR THE HOLDING OF ANY SUCH INTEREST, AND ALL OF SUCH AUTHORIZATIONS ARE
IN FULL FORCE AND EFFECT.
3.7
BROKER'S AND FINDER'S FEES.
NO PERSON, FIRM,
CORPORATION OR OTHER ENTITY IS ENTITLED BY REASON OF ANY ACT OR OMISSION OF
PARENT TO ANY BROKER'S OR FINDER'S FEES, COMMISSION OR OTHER SIMILAR
COMPENSATION WITH RESPECT TO THE EXECUTION AND DELIVERY OF THIS AGREEMENT, OR
WITH RESPECT TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY,
INCLUDING THE MERGER AND EXCHANGE.
3.8
CAPITALIZATION OF PARENT.
(A)
THE AUTHORIZED CAPITAL STOCK OF PARENT CONSISTS OF (I)
100,000,000 SHARES OF PARENT COMMON STOCK, OF WHICH 36,750,000 SHARES ARE ISSUED
AND OUTSTANDING ON THE DATE HEREOF, AND (II) 15,000,000 SHARES OF UNDESIGNATED
PREFERRED STOCK, NONE OF WHICH ARE ISSUED OR OUTSTANDING, PRIOR TO TAKING INTO
CONSIDERATION THE ISSUANCE OF PARENT COMMON STOCK IN THE EXCHANGE. EXCEPT WITH
RESPECT TO THE PARENT INCENTIVE PLAN, THE PARENT HAS NO OTHER SHARES OF CAPITAL
STOCK RESERVED FOR ISSUANCE UPON THE EXERCISE OF ANY OTHER OPTIONS OR ANY
WARRANTS AND NO SHARES OF CAPITAL STOCK ARE RESERVED FOR ISSUANCE TO ANY PARTY,
INCLUDING UPON THE CONVERSION OF ANY OUTSTANDING CONVERTIBLE NOTES, DEBENTURES
OR SECURITIES. PARENT HAS NO OUTSTANDING OPTIONS, RIGHTS, CALLS, PREEMPTIVE
RIGHTS, SUBSCRIPTIONS OR COMMITMENTS TO ISSUE ANY EQUITY SECURITIES OF PARENT.
(B)
THERE IS NO PLAN OR ARRANGEMENT TO ISSUE CAPITAL STOCK BY
PARENT EXCEPT AS SET FORTH IN THIS AGREEMENT, AND THERE ARE NO REGISTRATION
RIGHTS.
THERE IS NO VOTING TRUST, PROXY, RIGHTS PLAN, ANTI-TAKEOVER PLAN OR
OTHER AGREEMENT OR UNDERSTANDING TO WHICH THE PARENT IS A PARTY OR BY WHICH IT
IS BOUND WITH RESPECT TO ANY EQUITY SECURITIES OF PARENT.
(C)
THERE ARE NO OUTSTANDING CONTRACTUAL OBLIGATIONS (CONTINGENT
OR OTHERWISE) OF PARENT TO RETIRE, REPURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY
OUTSTANDING SHARES OF CAPITAL STOCK OF, OR OTHER OWNERSHIP INTERESTS IN, PARENT
OR TO PROVIDE FUNDS TO OR MAKE ANY INVESTMENT (IN THE FORM OF A LOAN, CAPITAL
CONTRIBUTION OR OTHERWISE) IN ANY OTHER ENTITY OR PERSON.
3.9
VALIDITY OF SHARES.
(A)
ALL OUTSTANDING SHARES OF THE CAPITAL STOCK OF PARENT ARE (I)
VALIDLY ISSUED AND OUTSTANDING, FULLY PAID AND NON-ASSESSABLE, (II)