RULE 405 UNDER THE
SECURITIES ACT, WITHOUT TAKING ACCOUNT OF ANY DETERMINATION BY THE COMMISSION
PURSUANT TO RULE 405 THAT IT IS NOT NECESSARY THAT THE COMPANY BE CONSIDERED AN
INELIGIBLE ISSUER, INCLUDING, WITHOUT LIMITATION, FOR PURPOSES OF RULES 164 AND
433 UNDER THE SECURITIES ACT WITH RESPECT TO THE OFFERING OF THE SHARES AS
CONTEMPLATED BY THE REGISTRATION STATEMENT.
(G)
INCORPORATED DOCUMENTS.
THE DOCUMENTS INCORPORATED BY REFERENCE
IN THE DISCLOSURE PACKAGE AND IN THE PROSPECTUS, WHEN THEY BECAME EFFECTIVE OR
WERE FILED WITH THE COMMISSION, AS THE CASE MAY BE, CONFORMED IN ALL MATERIAL
RESPECTS TO THE REQUIREMENTS OF THE SECURITIES ACT OR THE EXCHANGE ACT, AS
APPLICABLE, AND WERE FILED ON A TIMELY BASIS WITH THE COMMISSION AND NONE OF
SUCH DOCUMENTS CONTAINED AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED TO
STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
(H)
DUE INCORPORATION.
THE COMPANY HAS BEEN DULY INCORPORATED AND IS
VALIDLY EXISTING AS A CORPORATION IN GOOD STANDING UNDER THE LAWS OF ITS
JURISDICTION OF INCORPORATION, WITH THE CORPORATE POWER AND AUTHORITY TO OWN ITS
PROPERTIES AND TO CONDUCT ITS BUSINESS AS CURRENTLY BEING CARRIED ON AND AS
DESCRIBED IN THE REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND THE
PROSPECTUS AND IS DULY
5
QUALIFIED TO TRANSACT BUSINESS AS A FOREIGN CORPORATION IN GOOD STANDING UNDER
THE LAWS OF EACH OTHER JURISDICTION IN WHICH ITS OWNERSHIP OR LEASING OF
PROPERTY OR THE CONDUCT OF ITS BUSINESS REQUIRES SUCH QUALIFICATION, EXCEPT
WHERE THE FAILURE TO BE SO QUALIFIED AND IN GOOD STANDING WOULD NOT,
INDIVIDUALLY OR IN THE AGGREGATE, RESULT IN ANY MATERIAL ADVERSE EFFECT UPON, OR
CHANGE IN, THE GENERAL AFFAIRS, BUSINESS, OPERATIONS, PROSPECTS, PROPERTIES,
FINANCIAL CONDITION, OR RESULTS OF OPERATIONS OF THE COMPANY TAKEN AS A WHOLE (A
"MATERIAL ADVERSE EFFECT").
(I)
CAPITALIZATION.
ALL OF THE ISSUED AND OUTSTANDING SHARES OF
CAPITAL STOCK OF THE COMPANY, INCLUDING THE OUTSTANDING SHARES OF COMMON STOCK,
HAVE BEEN DULY AUTHORIZED AND VALIDLY ISSUED AND ARE FULLY PAID AND
NONASSESSABLE, HAVE BEEN ISSUED IN COMPLIANCE WITH ALL FEDERAL AND STATE
SECURITIES LAWS, WERE NOT ISSUED IN VIOLATION OF OR SUBJECT TO ANY PREEMPTIVE
RIGHTS OR OTHER RIGHTS TO SUBSCRIBE FOR OR PURCHASE OR ACQUIRE ANY SECURITIES OF
THE COMPANY THAT HAVE NOT BEEN WAIVED IN WRITING; AND THE HOLDERS THEREOF ARE
NOT SUBJECT TO PERSONAL LIABILITY BY REASON OF BEING SUCH HOLDERS.
(J)
THE SHARES.
THE SHARES HAVE BEEN DULY AND VALIDLY AUTHORIZED BY
THE COMPANY AND, WHEN ISSUED, DELIVERED AND PAID FOR IN ACCORDANCE WITH THE
TERMS OF THIS AGREEMENT AND THE SUBSCRIPTION TERMS, WILL HAVE BEEN DULY AND
VALIDLY ISSUED AND WILL BE FULLY PAID AND NONASSESSABLE AND WILL NOT BE SUBJECT
TO ANY STATUTORY OR CONTRACTUAL PREEMPTIVE RIGHTS OR OTHER RIGHTS TO SUBSCRIBE
FOR OR PURCHASE OR ACQUIRE ANY SHARES OF COMMON STOCK OF THE COMPANY, WHICH HAVE
NOT BEEN WAIVED OR COMPLIED WITH.
(K)
DESCRIPTION OF CAPITAL STOCK.
THE CAPITAL