ANY LIMITATIONS ON THE EXERCISE OF THE WARRANTS SET FORTH IN THE
WARRANTS).
THE COMPANY SHALL, SO LONG AS ANY OF THE WARRANTS ARE OUTSTANDING,
TAKE ALL ACTION NECESSARY TO RESERVE AND KEEP AVAILABLE OUT OF ITS AUTHORIZED
AND UNISSUED CAPITAL STOCK, SOLELY FOR THE PURPOSE OF EFFECTING THE EXERCISE OF
THE WARRANTS, 100% OF THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THE WARRANTS (WITHOUT TAKING INTO ACCOUNT ANY LIMITATIONS ON THE
EXERCISE OF THE WARRANTS SET FORTH IN THE WARRANTS).
(G)
CAPITALIZATION.
THE NUMBER OF SHARES AND TYPE OF ALL AUTHORIZED,
ISSUED AND OUTSTANDING CAPITAL STOCK, OPTIONS AND OTHER SECURITIES OF THE
COMPANY (WHETHER OR NOT PRESENTLY CONVERTIBLE INTO OR EXERCISABLE OR
EXCHANGEABLE FOR SHARES OF CAPITAL STOCK OF THE COMPANY) HAS BEEN SET FORTH IN
THE SEC REPORTS AND HAS CHANGED SINCE THE DATE OF SUCH SEC REPORTS ONLY DUE TO
STOCK GRANTS OR OTHER EQUITY AWARDS OR STOCK OPTION AND WARRANT EXERCISES THAT
DO NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A MATERIAL EFFECT ON THE ISSUED
AND OUTSTANDING CAPITAL STOCK, OPTIONS AND OTHER SECURITIES.
ALL OF THE
OUTSTANDING SHARES OF CAPITAL STOCK OF THE COMPANY ARE DULY AUTHORIZED, VALIDLY
ISSUED, FULLY PAID AND NON-ASSESSABLE, HAVE BEEN ISSUED IN COMPLIANCE IN ALL
MATERIAL RESPECTS WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS, AND
NONE OF SUCH OUTSTANDING SHARES WAS ISSUED IN VIOLATION OF ANY PREEMPTIVE RIGHTS
OR SIMILAR RIGHTS TO SUBSCRIBE FOR OR PURCHASE ANY CAPITAL STOCK OF THE
COMPANY.
THE COMPANY HAS NO LIABILITIES OR OBLIGATIONS REQUIRED TO BE DISCLOSED
IN THE SEC REPORTS BUT NOT SO DISCLOSED IN THE SEC REPORTS, OTHER THAN THOSE
INCURRED IN THE ORDINARY COURSE OF THE COMPANY'S BUSINESS AND WHICH,
INDIVIDUALLY OR IN THE AGGREGATE, DO NOT OR WOULD NOT HAVE A MATERIAL ADVERSE
EFFECT.
(H)
SEC REPORTS; DISCLOSURE MATERIALS.
THE COMPANY HAS FILED ALL
REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE FILED
BY IT UNDER THE EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D)
THEREOF, FOR THE TWELVE MONTHS PRECEDING THE DATE HEREOF (OR SUCH SHORTER PERIOD
AS THE COMPANY WAS REQUIRED BY LAW OR REGULATION TO FILE SUCH MATERIAL) (THE
FOREGOING MATERIALS, INCLUDING THE EXHIBITS THERETO AND DOCUMENTS INCORPORATED
BY REFERENCE THEREIN, 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.
AS OF THEIR RESPECTIVE FILING DATES, OR TO THE EXTENT
CORRECTED BY A SUBSEQUENT RESTATEMENT OR SUBSEQUENT FILINGS, 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 COMMISSION PROMULGATED
THEREUNDER.
THE COMPANY HAS NEVER BEEN AN ISSUER SUBJECT TO RULE 144(I) UNDER
THE SECURITIES ACT.
(I)
FINANCIAL STATEMENTS.
THE FINANCIAL STATEMENTS OF THE COMPANY
INCLUDED IN THE SEC