LAWS. THE COMPANY
HAS RESERVED FROM ITS DULY AUTHORIZED CAPITAL STOCK THE MAXIMUM NUMBER OF SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE OF 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) IS SPECIFIED IN
SCHEDULE 3.1(G) HERETO. 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. EXCEPT AS SPECIFIED IN SCHEDULE
3.1(G) HERETO, THERE ARE NO OUTSTANDING OPTIONS, WARRANTS OR SCRIP RIGHTS TO
SUBSCRIBE TO, CALLS OR COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO, OR
SECURITIES, RIGHTS OR OBLIGATIONS CONVERTIBLE INTO OR EXCHANGEABLE FOR, OR
GIVING ANY PERSON ANY RIGHT TO SUBSCRIBE FOR OR ACQUIRE, ANY SHARES OF THE
COMPANY'S CAPITAL STOCK, OR CONTRACTS, COMMITMENTS, UNDERSTANDINGS OR
ARRANGEMENTS BY WHICH THE COMPANY OR ANY SUBSIDIARY IS OR MAY BECOME BOUND TO
ISSUE ADDITIONAL SHARES OF CAPITAL STOCK OF THE COMPANY, OR OPTIONS, SECURITIES
OR RIGHTS CONVERTIBLE OR EXCHANGEABLE INTO SHARES OF CAPITAL STOCK OF THE
COMPANY. EXCEPT FOR CUSTOMARY ADJUSTMENTS AS A RESULT OF STOCK DIVIDENDS, STOCK
SPLITS, COMBINATIONS OF SHARES, REORGANIZATIONS, RECAPITALIZATIONS,
RECLASSIFICATIONS OR OTHER SIMILAR EVENTS, OR AS DISCLOSED IN SCHEDULE 3.1(G)
HERETO OR IN ANY SCHEDULE 13D OR SCHEDULE 13G OR COMPANY REPORT ON FILE WITH THE
COMMISSION, THERE ARE NO ANTI-DILUTION OR PRICE ADJUSTMENT PROVISIONS CONTAINED
IN ANY SECURITY ISSUED BY THE COMPANY (OR IN ANY AGREEMENT PROVIDING RIGHTS TO
SECURITY HOLDERS), AND THE ISSUANCE AND SALE OF THE SECURITIES WILL NOT,
IMMEDIATELY OR WITH THE PASSAGE OF TIME, OBLIGATE THE COMPANY TO ISSUE SHARES OF
COMMON STOCK OR OTHER SECURITIES TO ANY PERSON (OTHER THAN THE PURCHASERS) AND
WILL NOT RESULT IN A RIGHT OF ANY HOLDER OF SECURITIES TO ADJUST THE EXERCISE,
CONVERSION, EXCHANGE OR RESET PRICE UNDER SUCH SECURITIES.
(H)
SEC REPORTS. 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 TWO YEARS
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"
8
AND TOGETHER WITH THIS AGREEMENT AND THE SCHEDULES TO THIS AGREEMENT (IF ANY),
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 THE DATE HEREOF,