HEREOF BY THE COMPANY BUT WHICH HAS NOT BEEN SO PUBLICLY
ANNOUNCED OR DISCLOSED IN THE REPORTS.
(S)
CAPITALIZATION.
THE AUTHORIZED AND OUTSTANDING CAPITAL STOCK OF
THE COMPANY AND SUBSIDIARIES AS OF THE DATE OF THIS AGREEMENT AND THE CLOSING
DATE (NOT INCLUDING THE SECURITIES) ARE SET FORTH ON SCHEDULE 3(D).
EXCEPT AS
SET FORTH ON SCHEDULE 3(D), THERE ARE NO OPTIONS, WARRANTS, OR RIGHTS TO
SUBSCRIBE TO, SECURITIES, RIGHTS OR OBLIGATIONS CONVERTIBLE INTO OR EXERCISABLE
OR EXCHANGEABLE FOR OR GIVING ANY RIGHT TO SUBSCRIBE FOR ANY SHARES OF CAPITAL
STOCK OF THE COMPANY OR ANY OF ITS SUBSIDIARIES.
ALL OF THE OUTSTANDING SHARES
OF COMMON STOCK OF THE COMPANY HAVE BEEN DULY AND VALIDLY AUTHORIZED AND ISSUED
AND ARE FULLY PAID AND NONASSESSABLE.
(T)
INTERNAL ACCOUNTING CONTROLS.
THE COMPANY MAINTAINS A SYSTEM OF
INTERNAL ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCE THAT (I)
TRANSACTIONS ARE EXECUTED IN ACCORDANCE WITH MANAGEMENT'S GENERAL OR SPECIFIC
AUTHORIZATIONS, (II) TRANSACTIONS ARE RECORDED AS NECESSARY TO PERMIT
PREPARATION OF FINANCIAL STATEMENTS IN CONFORMITY WITH GAAP AND TO MAINTAIN
ASSET ACCOUNTABILITY, (III) ACCESS TO ASSETS IS PERMITTED ONLY IN ACCORDANCE
WITH MANAGEMENT'S GENERAL OR SPECIFIC AUTHORIZATION AND (IV) THE RECORDED
ACCOUNTABILITY FOR ASSETS IS COMPARED WITH THE EXISTING ASSETS AT REASONABLE
INTERVALS AND APPROPRIATE ACTION IS TAKEN WITH RESPECT TO ANY DIFFERENCES.
(U)
DILUTION.
THE COMPANY'S EXECUTIVE OFFICERS AND DIRECTORS
UNDERSTAND THE NATURE OF THE SECURITIES BEING SOLD HEREBY AND RECOGNIZE THAT THE
ISSUANCE OF THE SECURITIES WILL HAVE A POTENTIAL DILUTIVE EFFECT ON THE EQUITY
HOLDINGS OF OTHER HOLDERS OF THE COMPANY'S EQUITY OR RIGHTS TO RECEIVE EQUITY OF
THE COMPANY.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY CONCLUDED,
IN ITS GOOD FAITH BUSINESS JUDGMENT THAT THE ISSUANCE OF THE SECURITIES IS IN
THE BEST INTERESTS OF THE COMPANY.
(V)
NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS.
THERE ARE NO
DISAGREEMENTS OF ANY KIND PRESENTLY EXISTING, OR REASONABLY ANTICIPATED BY THE
COMPANY TO ARISE, BETWEEN THE COMPANY AND THE ACCOUNTANTS AND LAWYERS FORMERLY
OR PRESENTLY EMPLOYED BY THE COMPANY, INCLUDING BUT NOT LIMITED TO DISPUTES OR
CONFLICTS OVER PAYMENT OWED TO SUCH ACCOUNTANTS AND LAWYERS.
8
(W)
DTC STATUS/TRANSFER AGENT.
THE COMPANY'S TRANSFER AGENT IS
ELIGIBLE TO PARTICIPATE IN AND THE COMMON STOCK IS ELIGIBLE FOR TRANSFER
PURSUANT TO THE DEPOSITORY TRUST COMPANY AUTOMATED SECURITIES TRANSFER
PROGRAMS.
THE NAME, ADDRESS, TELEPHONE NUMBER, FAX NUMBER, CONTACT PERSON AND
EMAIL ADDRESS OF THE COMPANY TRANSFER AGENT ARE SET FORTH ON SCHEDULE 3(W)
HERETO.
(X)
INVESTMENT COMPANY.
NEITHER THE COMPANY NOR ANY AFFILIATE IS AN
"INVESTMENT COMPANY" WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT OF 1940,
AS AMENDED.
(Y)
TRANSACTIONS WITH OFFICERS AND DIRECTORS.
EXCEPT AS DISCLOSED IN
THE REPORTS, NONE OF THE OFFICERS OR DIRECTORS OF THE COMPANY HAS ENTERED INTO
ANY TRANSACTION WITH THE COMPANY THAT WOULD BE REQUIRED TO BE DISCLOSED PURSUANT
TO ITEM 404(A), (B) OR (C) OF REGULATION S-K OF THE COMMISSION.
(Z)
SARBANES-OXLEY ACT.
THE COMPANY IS IN COMPLIANCE WITH THE
APPLICABLE PROVISIONS OF THE SARBANES-OXLEY ACT OF