ORGANIZATIONAL DOCUMENTS AND NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS IN DEFAULT (AND NO EVENT HAS OCCURRED
WHICH WITH NOTICE OR LAPSE OF TIME WOULD RESULT IN A DEFAULT) UNDER, AND NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS TAKEN ANY ACTION OR FAILED TO TAKE
ANY ACTION THAT WOULD GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT,
ACCELERATION OR CANCELLATION OF, ANY AGREEMENT OR INSTRUMENT TO WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH ANY PROPERTY OR ASSETS
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES IS BOUND OR AFFECTED, EXCEPT FOR
POSSIBLE DEFAULTS AS WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE A
MATERIAL ADVERSE EFFECT.
EXCEPT WITH RESPECT TO ANY FILINGS OR NOTICES RELATED
TO THE ISSUANCE OF THE SHARES OR THE CONVERSION SHARES TO BE FILED WITH THE OTC
BULLETIN BOARD, IF ANY, AND AS REQUIRED UNDER THE 1933 ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, THE COMPANY IS NOT REQUIRED TO OBTAIN ANY CONSENT,
AUTHORIZATION OR ORDER OF, OR MAKE ANY FILING OR REGISTRATION WITH, ANY COURT,
GOVERNMENTAL AGENCY, REGULATORY AGENCY, SELF REGULATORY ORGANIZATION OR STOCK
MARKET OR ANY THIRD PARTY IN ORDER FOR IT TO EXECUTE, DELIVER OR PERFORM ANY OF
ITS OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS.
ALL CONSENTS, AUTHORIZATIONS,
ORDERS, FILINGS AND REGISTRATIONS THAT THE COMPANY IS REQUIRED TO EFFECT OR
OBTAIN PURSUANT TO THE PRECEDING SENTENCE HAVE BEEN OBTAINED OR EFFECTED ON OR
PRIOR TO THE DATE HEREOF.
4.5
SEC DOCUMENTS; FINANCIAL STATEMENTS.
A.
EXCEPT AS SET FORTH ON SCHEDULE 4.4, SINCE DECEMBER 31, 2006, THE COMPANY
HAS TIMELY FILED ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS
REQUIRED TO BE FILED BY IT WITH THE SEC PURSUANT TO THE REPORTING REQUIREMENTS
OF THE 1933 ACT AND THE 1934 ACT (ALL OF THE FOREGOING FILED PRIOR TO THE DATE
HEREOF AND ALL EXHIBITS INCLUDED THEREIN AND FINANCIAL STATEMENTS AND SCHEDULES
THERETO AND DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS) INCORPORATED BY
REFERENCE THEREIN, BEING
8
HEREINAFTER REFERRED TO HEREIN AS THE "SEC DOCUMENTS"), OR HAS TIMELY FILED FOR
A VALID EXTENSION OF SUCH TIME OF FILING AND HAS FILED ANY SUCH SEC DOCUMENTS
PRIOR TO THE EXPIRATION OF ANY SUCH EXTENSION.
AS OF THEIR RESPECTIVE DATES,
THE SEC DOCUMENTS COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
SECURITIES ACT AND THE EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE SEC
PROMULGATED THEREUNDER APPLICABLE TO THE SEC DOCUMENTS, AND NONE OF THE SEC
DOCUMENTS, AT THE TIME THEY WERE FILED WITH THE SEC, CONTAINED ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITTED TO STATE A MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, EXCEPT AS
SUBSEQUENTLY DISCLOSED IN LATER-FILED SEC DOCUMENTS.
B.
AS OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE COMPANY
INCLUDED IN THE SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH
APPLICABLE ACCOUNTING