REGULATORY AGENCY IN ORDER FOR IT TO EXECUTE, DELIVER OR PERFORM ANY OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR TO ISSUE AND SELL THE SHARES IN ACCORDANCE
WITH THE TERMS HEREOF.
SEC DOCUMENTS, FINANCIAL STATEMENTS.
THE COMPANY HAS 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 SECURITIES ACT AND
THE EXCHANGE 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) INCORPORATED BY REFERENCE THEREIN, BEING
HEREINAFTER REFERRED TO HEREIN AS THE "SEC DOCUMENTS").
AS OF THEIR RESPECTIVE
DATES, THE SEC DOCUMENTS, AS THE SAME HAVE BEEN AMENDED, COMPLIED IN ALL
MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES AND EXCHANGE ACT OF
1934 OR THE SECURITIES ACT, AS THE CASE MAY BE, 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.
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 REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE
WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, CONSISTENTLY APPLIED, DURING
THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE OTHERWISE
INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR (II) IN THE CASE
OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY NOT INCLUDE FOOTNOTES OR
MAY BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL MATERIAL
RESPECTS THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES THEREOF AND THE
RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED (SUBJECT, IN
THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
EXCEPT
AS SET FORTH IN THE FINANCIAL STATEMENTS INCLUDED IN THE SEC DOCUMENTS, THE
COMPANY HAS NO MATERIAL LIABILITIES, CONTINGENT OR OTHERWISE, OTHER THAN
LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS SUBSEQUENT TO DECEMBER
31, 2005, AND LIABILITIES OF THE TYPE NOT REQUIRED UNDER GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES TO BE REFLECTED IN SUCH FINANCIAL STATEMENTS.
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS DISCLOSED IN THE SEC DOCUMENTS, SINCE THE
DATE OF THE LATEST AUDITED FINANCIAL STATEMENTS INCLUDED WITHIN THE SEC
DOCUMENTS, (I) THERE HAS BEEN NO EVENT, OCCURRENCE OR DEVELOPMENT THAT HAS HAD
OR THAT COULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT,
(II) THE COMPANY HAS NOT INCURRED ANY LIABILITIES (CONTINGENT OR OTHERWISE)
OTHER THAN (A) TRADE PAYABLES AND ACCRUED EXPENSES INCURRED IN THE ORDINARY
COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICE AND (B)