ON SCHEDULE 2.22 HERETO, NO EXISTING
CONTRACTUAL OBLIGATION OF THE COMPANY OR ITS SUBSIDIARIES IS WITH OR FOR THE
DIRECT BENEFIT OF (I) ANY PARTY OWNING, OR FORMERLY OWNING, BENEFICIALLY OR OF
RECORD, DIRECTLY OR INDIRECTLY, IN EXCESS OF FIVE PERCENT (5%) OF THE
OUTSTANDING CAPITAL STOCK OF THE COMPANY, (II) ANY DIRECTOR, OFFICER OR SIMILAR
REPRESENTATIVE OF THE COMPANY, (III) ANY NATURAL PERSON RELATED BY BLOOD,
ADOPTION OR MARRIAGE TO ANY PARTY DESCRIBED IN (I) OR (II), OR (IV) ANY ENTITY
IN WHICH ANY OF THE FOREGOING PARTIES HAS, DIRECTLY OR INDIRECTLY, AT LEAST A
FIVE PERCENT (5%) BENEFICIAL INTEREST (A "RELATED PARTY"). WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, NO RELATED PARTY, DIRECTLY OR INDIRECTLY, OWNS OR
CONTROLS ANY MATERIAL ASSETS OR MATERIAL PROPERTIES WHICH ARE USED IN THE
COMPANY'S BUSINESS AND TO THE ACTUAL KNOWLEDGE OF THE COMPANY, NO RELATED PARTY,
DIRECTLY OR INDIRECTLY, ENGAGES IN OR HAS ANY SIGNIFICANT INTEREST IN OR
CONNECTION WITH ANY BUSINESS WHICH IS, OR HAS BEEN WITHIN THE LAST TWO YEARS, A
COMPETITOR, CUSTOMER OR SUPPLIER OF THE COMPANY OR HAS DONE BUSINESS WITH THE
COMPANY OR WHICH CURRENTLY SELLS OR PROVIDES PRODUCTS OR SERVICES WHICH ARE
SIMILAR OR RELATED TO THE PRODUCTS OR SERVICES SOLD OR PROVIDED IN CONNECTION
WITH THE BUSINESS OF THE COMPANY.
2.23
BROKERS.
THE COMPANY HAS NOT AGREED TO PAY OR INCURRED ANY
OBLIGATION IN RESPECT OF ANY FINDER'S FEE, BROKERAGE FEE OR OTHER COMMISSION IN
CONNECTION WITH THE SALE OF SHARES CONTEMPLATED BY THIS AGREEMENT.
2.24
SECURITIES LAW MATTERS.
EXCEPT AS SET FORTH ON SCHEDULE 2.8, SINCE
JANUARY 1, 2005, THE COMPANY HAS FILED IN A TIMELY MANNER ALL REPORTS,
REGISTRATION STATEMENTS, PROXY STATEMENTS AND OTHER MATERIALS, TOGETHER WITH ANY
AMENDMENTS REQUIRED TO BE MADE WITH RESPECT THERETO (THE "PUBLIC FILINGS"), THAT
WERE REQUIRED TO BE FILED WITH (I) THE SEC UNDER THE SECURITIES ACT, OR THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), AND (II) ANY
APPLICABLE STATE SECURITIES AUTHORITIES (THE "PUBLIC FILING RULES"). THE PUBLIC
FILINGS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH THE PUBLIC FILING
RULES AS OF THEIR RESPECTIVE FILING DATES, AND THE INFORMATION CONTAINED THEREIN
AS OF THE DATE THEREOF DID NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE
THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING, EXCEPT TO THE EXTENT THAT INFORMATION CONTAINED IN ANY
SUCH DOCUMENT HAS
9
BEEN REVISED OR SUPERSEDED BY A LATER FILED PUBLIC FILING. THE COMPANY IS IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE
PUBLIC FILING RULES, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER.
SUBJECT TO THE ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF IFC SET FORTH
IN SECTION 3, THE OFFER, SALE AND ISSUANCE OF THE SHARES TO IFC WILL BE EXEMPT
FROM REGISTRATION UNDER THE SECURITIES ACT.
2.25
REGISTRATION STATEMENT; AMEX LISTING.
THE COMPANY HAS FILED