FREE AND CLEAR OF ALL LIENS.
(C)
THERE ARE NO OUTSTANDING OPTIONS, WARRANTS, RIGHTS (PRE-EMPTIVE OR
OTHERWISE), CALLS, COMMITMENTS, CONVERSION RIGHTS, RIGHTS OF EXCHANGE OR PLANS
OVER THE SHARES OF THE COMPANY, OR ANY OTHER AGREEMENTS OF ANY CHARACTER
(CONTINGENT OR OTHERWISE) PROVIDING FOR THE PURCHASE, ISSUANCE, REDEMPTION,
TRANSFER OR SALE OF ANY INTEREST IN THE COMPANY OR ITS BUSINESS, AND NONE OF THE
FOREGOING WILL ARISE AS A RESULT OF THE EXECUTION OR PERFORMANCE OF THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN. THERE ARE NO IRREVOCABLE
PROXIES AND NO VOTING AGREEMENTS WITH RESPECT TO THE SHARE CAPITAL OF THE
COMPANY, OR OTHER EQUITY OR VOTING INTEREST IN, THE COMPANY. THERE ARE NO
OUTSTANDING OR
13
AUTHORIZED STOCK APPRECIATION, PHANTOM STOCK, PROFIT PARTICIPATION OR SIMILAR
RIGHTS WITH RESPECT TO THE SHARE CAPITAL, OR OTHER EQUITY OR VOTING INTEREST IN,
THE COMPANY. THE COMPANY DOES NOT HAVE ANY AUTHORIZED OR OUTSTANDING BONDS,
DEBENTURES, NOTES OR OTHER INDEBTEDNESS THE HOLDERS OF WHICH HAVE THE RIGHT TO
VOTE (OR CONVERTIBLE INTO, EXCHANGEABLE FOR, OR EVIDENCING THE RIGHT TO
SUBSCRIBE FOR OR ACQUIRE SECURITIES HAVING THE RIGHT TO VOTE) WITH THE
SHAREHOLDERS OF THE COMPANY ON ANY MATTER. THERE ARE NO CONTRACTS TO WHICH ANY
OF THE SELLER OR THE COMPANY IS A PARTY OR BY WHICH ANY SUCH PERSON IS BOUND TO
(I) REPURCHASE, REDEEM OR OTHERWISE ACQUIRE ANY SHARES, OR OTHER EQUITY OR
VOTING INTEREST IN, THE COMPANY OR ANY OTHER PERSON OR (II) VOTE OR DISPOSE OF
ANY SHARES, OR OTHER EQUITY OR VOTING INTEREST IN, THE COMPANY OR ANY OTHER
PERSON.
4.8
Financial Statements.
(A)
THE DISCLOSURE SCHEDULE SETS FORTH THE BALANCE SHEETS OF THE
COMPANY AS OF 31 MARCH 2003, 31 MARCH, 2004 AND 31 MARCH, 2005, RESPECTIVELY,
AND THE RELATED CONSOLIDATED INCOME STATEMENT AND STATEMENT OF CASH FLOWS FOR
THE PERIOD FROM INCEPTION TO 31 MARCH, 2005 (THE "AUDITED FINANCIALS"), AND (2)
THE UNAUDITED BALANCE SHEET AS OF THE ACCOUNTS DATE AND THE SCHEDULES THERETO
AND THE RELATED UNAUDITED CONSOLIDATED INCOME STATEMENT AND STATEMENT OF CASH
FLOWS FOR THE TWELVE MONTH PERIOD THEN ENDED (THE "UNAUDITED FINANCIALS", AND
COLLECTIVELY WITH THE AUDITED FINANCIALS, THE "COMPANY FINANCIALS"). THE COMPANY
FINANCIALS (I) HAVE BEEN PREPARED ON BASES AND PRINCIPLES WHICH ARE CONSISTENT
WITH THOSE USED IN THE PREPARATION OF THE STATUTORY ACCOUNTS OF THE COMPANY FOR
THE 2 COMPLETE FINANCIAL YEARS IMMEDIATELY PRECEDING THAT WHICH ENDED ON THE
ACCOUNTS DATE, EXCEPT AS TO THE UNAUDITED FINANCIALS, FOR THE OMISSION OF NOTES
THERETO AND NORMAL YEAR-END AUDIT ADJUSTMENTS, WHICH WILL NOT BE MATERIAL
INDIVIDUALLY OR IN THE AGGREGATE; (II) ARE COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS AND HAVE BEEN PREPARED IN ACCORDANCE WITH HISTORICAL COST CONVENTION,
ALL APPLICABLE LAW AND GAAP CONSISTENTLY APPLIED FOR THE PERIODS PRESENTED. THE
COMPANY FINANCIALS PRESENT FAIRLY THE FINANCIAL CONDITION AND OPERATING RESULTS
OF THE COMPANY AS OF THE DATES AND DURING THE PERIODS INDICATED THEREIN, SUBJECT
TO NORMAL YEAR-END ADJUSTMENTS, WHICH WILL NOT BE MATERIAL IN AMOUNT OR
SIGNIFICANCE IN THE AGGREGATE.
(B)