COMPANY TO ISSUE SHARES OF COMMON STOCK OR OTHER SECURITIES TO ANY
PERSON (OTHER THAN THE INVESTORS) AND WILL NOT RESULT IN A RIGHT OF ANY HOLDER
OF SECURITIES TO ADJUST THE EXERCISE, CONVERSION, EXCHANGE OR RESET PRICE UNDER
SUCH SECURITIES.
TO THE KNOWLEDGE OF THE COMPANY, EXCEPT AS SPECIFICALLY
DISCLOSED IN THE SEC REPORTS OR IN SCHEDULE 3.1(F) HERETO, NO PERSON OR GROUP OF
RELATED PERSONS BENEFICIALLY OWNS (AS DETERMINED PURSUANT TO RULE 13D-3 UNDER
THE EXCHANGE ACT), OR HAS THE RIGHT TO ACQUIRE, BY AGREEMENT WITH OR BY
OBLIGATION BINDING UPON THE COMPANY, BENEFICIAL OWNERSHIP OF IN EXCESS OF 5% OF
THE OUTSTANDING COMMON STOCK, IGNORING FOR SUCH PURPOSES ANY LIMITATION ON THE
NUMBER OF SHARES OF COMMON STOCK THAT MAY BE OWNED AT ANY SINGLE TIME.
(G)
SEC REPORTS; FINANCIAL STATEMENTS.
EXCEPT
AS SET FORTH ON SCHEDULE 3.1(G), THE COMPANY HAS FILED ALL REPORTS REQUIRED TO
BE FILED BY IT UNDER THE EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR
15(D) THEREOF, FOR THE ENTIRE PERIOD DURING WHICH IT HAS BEEN REQUIRED TO FILE
SUCH REPORTS (THE FOREGOING MATERIALS (TOGETHER WITH ANY MATERIALS FILED BY THE
COMPANY UNDER THE EXCHANGE ACT, WHETHER OR NOT REQUIRED) BEING COLLECTIVELY
REFERRED TO HEREIN AS THE "SEC REPORTS" AND, TOGETHER WITH THIS AGREEMENT AND
THE SCHEDULES TO THIS AGREEMENT, THE "DISCLOSURE MATERIALS") ON A TIMELY BASIS
OR HAS RECEIVED A VALID EXTENSION OF SUCH TIME OF FILING AND HAS FILED ANY SUCH
SEC REPORTS PRIOR TO THE EXPIRATION OF ANY SUCH EXTENSION.
THE COMPANY HAS MADE
AVAILABLE TO THE INVESTORS OR THEIR RESPECTIVE REPRESENTATIVES TRUE, CORRECT AND
COMPLETE COPIES OF THE SEC DOCUMENTS NOT AVAILABLE ON THE EDGAR SYSTEM.
AS OF
THEIR RESPECTIVE DATES, THE SEC REPORTS COMPLIED IN ALL MATERIAL RESPECTS WITH
THE REQUIREMENTS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND THE RULES AND
REGULATIONS OF THE SEC PROMULGATED THEREUNDER, AND NONE OF THE SEC REPORTS, WHEN
FILED, CONTAINED ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A
MATERIAL FACT
8
REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING.
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC REPORTS
COMPLY IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE
RULES AND REGULATIONS OF THE SEC WITH RESPECT THERETO AS IN EFFECT AT THE TIME
OF FILING.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH
UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON A CONSISTENT
BASIS DURING THE PERIODS INVOLVED ("GAAP"), EXCEPT AS MAY BE OTHERWISE SPECIFIED
IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES AS OF AND FOR THE DATES THEREOF AND THE RESULTS OF
OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED, SUBJECT, IN THE CASE OF
UNAUDITED STATEMENTS, TO NORMAL, YEAR-END AUDIT ADJUSTMENTS.
ALL MATERIAL
AGREEMENTS TO WHICH THE COMPANY OR