A FOREIGN CORPORATION AUTHORIZED TO DO
BUSINESS IN ALL JURISDICTIONS IN WHICH THE CHARACTER OF THE PROPERTIES OWNED OR
THE NATURE OF THE BUSINESS CONDUCTED BY IT WOULD MAKE SUCH QUALIFICATION OR
LICENSING NECESSARY.
(B)
AGREEMENTS AUTHORIZED AND ITS EFFECT ON OTHER OBLIGATIONS.
EACH
OF THE SHAREHOLDERS HAS THE LEGAL CAPACITY AND REQUISITE POWER AND AUTHORITY TO
ENTER INTO, AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND ALL OTHER
AGREEMENTS CONTEMPLATED HEREIN TO WHICH THEY ARE A PARTY.
THIS AGREEMENT AND
ALL SUCH OTHER AGREEMENTS ARE VALID AND BINDING OBLIGATIONS OF EACH OF THE
SHAREHOLDERS THAT ARE A PARTY THERETO, ENFORCEABLE AGAINST EACH OF THE
SHAREHOLDERS THAT ARE A PARTY THERETO IN ACCORDANCE WITH THEIR TERMS.
THE
EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND SUCH OTHER AGREEMENTS
BY EACH OF THE SHAREHOLDERS THAT ARE A PARTY THERETO WILL NOT CONFLICT WITH OR
RESULT IN A VIOLATION OR BREACH OF ANY TERM OR PROVISION OF, NOR CONSTITUTE A
DEFAULT UNDER (I) THE ARTICLES OF INCORPORATION OR BYLAWS OF THE COMPANY OR
(II) ANY OBLIGATION, INDENTURE, MORTGAGE, DEED OF TRUST, LEASE, CONTRACT OR
OTHER AGREEMENT TO WHICH THE COMPANY OR ANY OF THE SHAREHOLDERS IS A PARTY OR BY
WHICH THE COMPANY OR ANY OF THE SHAREHOLDERS OR THEIR RESPECTIVE PROPERTIES ARE
BOUND.
7
(C)
CAPITALIZATION.
THE AUTHORIZED CAPITALIZATION OF THE COMPANY
CONSISTS OF TEN THOUSAND (10,000) SHARES OF COMMON STOCK, $1.00 PAR VALUE
("COMMON STOCK"), OF WHICH, AS OF THE DATE HEREOF, TEN THOUSAND (10,000) SHARES
ARE ISSUED AND OUTSTANDING AND HELD BENEFICIALLY AND OF RECORD BY THE
SHAREHOLDERS.
ON THE DATE HEREOF, THE COMPANY DOES NOT HAVE ANY OUTSTANDING
OPTIONS, WARRANTS, CALLS OR COMMITMENTS OF ANY CHARACTER RELATING TO ANY OF ITS
AUTHORIZED BUT UNISSUED SHARES OF CAPITAL STOCK.
ALL ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK ARE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE AND ARE
NOT SUBJECT TO PREEMPTIVE RIGHTS.
NONE OF THE OUTSTANDING SHARES OF COMMON
STOCK IS SUBJECT TO ANY VOTING TRUSTS, VOTING AGREEMENT OR OTHER AGREEMENT OR
UNDERSTANDING WITH RESPECT TO THE VOTING THEREOF, NOR IS ANY PROXY IN EXISTENCE
WITH RESPECT THERETO.
THE COMPANY SHARES REPRESENT ALL OF THE ISSUED AND
OUTSTANDING SHARES OF COMMON STOCK.
(D)
OWNERSHIP OF THE COMPANY SHARES.
THE SHAREHOLDERS HOLD GOOD AND
VALID TITLE TO THE COMPANY SHARES SET FORTH OPPOSITE THEIR NAMES ON SCHEDULE
1.1(B) HERETO,
FREE AND CLEAR OF ALL ENCUMBRANCES.
THE SHAREHOLDERS POSSESS
FULL AUTHORITY AND LEGAL RIGHT TO SELL, TRANSFER AND ASSIGN THE COMPANY SHARES
TO BUYER, FREE AND CLEAR OF ALL ENCUMBRANCES.
UPON TRANSFER TO BUYER BY THE
SHAREHOLDERS OF THE COMPANY SHARES, BUYER WILL OWN THE COMPANY SHARES FREE AND
CLEAR OF ALL ENCUMBRANCES.
THERE ARE NO CLAIMS PENDING OR, TO THE KNOWLEDGE OF
ANY OF THE SHAREHOLDERS, THREATENED, AGAINST THE COMPANY OR ANY OF THE
SHAREHOLDERS THAT CONCERN OR AFFECT TITLE TO THE COMPANY SHARES, OR THAT SEEK TO
COMPEL THE ISSUANCE OF CAPITAL STOCK OR OTHER SECURITIES OF THE COMPANY.
(E)
NO SUBSIDIARIES.
THERE IS NO CORPORATION, PARTNERSHIP, JOINT
VENTURE,