SUBSIDIARIES HAVE SUSTAINED ANY MATERIAL LOSS OR INTERFERENCE
WITH ITS BUSINESS FROM FIRE, EXPLOSION, FLOOD OR OTHER CALAMITY, WHETHER OR NOT
COVERED BY INSURANCE, OR FROM ANY LABOR DISTURBANCE OR DISPUTE OR ANY ACTION,
ORDER OR DECREE OF ANY COURT OR ARBITRATOR OR GOVERNMENTAL OR REGULATORY
AUTHORITY.
(J)
CAPITALIZATION.
THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF
THE COMPANY HAVE BEEN VALIDLY ISSUED, ARE FULLY PAID AND NONASSESSABLE AND,
OTHER THAN AS DISCLOSED IN OR CONTEMPLATED BY THE REGISTRATION STATEMENT OR THE
PROSPECTUS, ARE NOT SUBJECT TO ANY PREEMPTIVE RIGHTS, RIGHTS OF FIRST REFUSAL OR
SIMILAR RIGHTS.
THE COMPANY HAS AN AUTHORIZED, ISSUED AND OUTSTANDING
CAPITALIZATION AS SET FORTH IN THE REGISTRATION STATEMENT AND THE PROSPECTUS AS
OF THE DATES REFERRED TO THEREIN (OTHER THAN THE GRANT OF ADDITIONAL OPTIONS
UNDER THE COMPANY'S EXISTING STOCK OPTION PLANS, OR CHANGES IN THE NUMBER OF
OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY DUE TO THE ISSUANCE OF SHARES
UPON THE EXERCISE OR CONVERSION OF SECURITIES EXERCISABLE FOR, OR CONVERTIBLE
INTO, SHARES OF COMMON STOCK OUTSTANDING ON THE DATE HEREOF) AND SUCH AUTHORIZED
CAPITAL STOCK CONFORMS TO THE DESCRIPTION THEREOF SET FORTH IN THE
7
REGISTRATION STATEMENT AND THE PROSPECTUS.
THE DESCRIPTION OF THE SECURITIES OF
THE COMPANY IN THE REGISTRATION STATEMENT AND THE PROSPECTUS IS COMPLETE AND
ACCURATE IN ALL MATERIAL RESPECTS.
EXCEPT AS DISCLOSED IN OR CONTEMPLATED BY
THE REGISTRATION STATEMENT OR THE PROSPECTUS, AS OF THE DATE REFERRED TO
THEREIN, THE COMPANY DOES NOT HAVE OUTSTANDING ANY OPTIONS TO PURCHASE, OR ANY
RIGHTS OR WARRANTS TO SUBSCRIBE FOR, OR ANY SECURITIES OR OBLIGATIONS
CONVERTIBLE INTO, OR EXCHANGEABLE FOR, OR ANY CONTRACTS OR COMMITMENTS TO ISSUE
OR SELL, ANY SHARES OF CAPITAL STOCK OR OTHER SECURITIES.
(K)
AUTHORIZATION; ENFORCEABILITY.
THE COMPANY HAS FULL LEGAL RIGHT, POWER
AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND PERFORM THE TRANSACTIONS
CONTEMPLATED HEREBY.
THIS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED BY THE COMPANY AND IS A LEGAL, VALID AND BINDING AGREEMENT OF THE
COMPANY ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE EXTENT THAT
(I) ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' RIGHTS GENERALLY AND BY GENERAL
EQUITABLE PRINCIPLES AND (II) THE INDEMNIFICATION AND CONTRIBUTION PROVISIONS OF
SECTION 10 HEREOF MAY BE LIMITED BY FEDERAL OR STATE SECURITIES LAWS AND PUBLIC
POLICY CONSIDERATIONS IN RESPECT THEREOF.
(L)
AUTHORIZATION OF PLACEMENT SHARES.
THE PLACEMENT SHARES, WHEN ISSUED
AND DELIVERED PURSUANT TO THE TERMS APPROVED BY THE BOARD OF DIRECTORS OR A DULY
DESIGNATED COMMITTEE THEREOF, AGAINST PAYMENT THEREFOR AS PROVIDED HEREIN, WILL
BE DULY AND VALIDLY AUTHORIZED AND ISSUED AND FULLY PAID AND NONASSESSABLE, FREE
AND CLEAR OF ANY PLEDGE, LIEN, ENCUMBRANCE, SECURITY INTEREST OR OTHER CLAIM,
INCLUDING ANY STATUTORY OR CONTRACTUAL PREEMPTIVE RIGHTS, RESALE RIGHTS, RIGHTS
OF FIRST REFUSAL OR OTHER SIMILAR RIGHTS, AND WILL BE REGISTERED PURSUANT TO
SECTION 12 OF THE EXCHANGE ACT.
THE PLACEMENT SHARES, WHEN ISSUED, WILL CONFORM
IN ALL MATERIAL RESPECTS TO THE DESCRIPTION THEREOF SET FORTH