CONVERTIBLE
INTO, OR EXERCISABLE OR EXCHANGEABLE FOR, SECURITIES HAVING THE RIGHT TO VOTE)
ON ANY MATTER.
4.4
FINANCIAL STATEMENTS.
(A)
SECTION 4.4(A) OF THE COMPANY DISCLOSURE SCHEDULE CONTAINS COPIES
OF THE FOLLOWING FINANCIAL STATEMENTS FOR THE COMPANY (COLLECTIVELY, THE
"FINANCIAL STATEMENTS"):
(I)
THE COMPANY'S AUDITED BALANCE SHEETS AND RELATED STATEMENTS OF
INCOME AND CASH FLOWS FOR THE FISCAL YEARS ENDED JUNE 30, 2007, 2006 AND 2005;
AND
(II)
THE COMPANY'S UNAUDITED BALANCE SHEET AS OF OCTOBER 31, 2007 (THE
"LATEST BALANCE SHEET") AND RELATED STATEMENTS OF INCOME AND CASH FLOWS AS
PREPARED BY MANAGEMENT FOR THE FOUR MONTH PERIOD ENDED OCTOBER 31, 2007.
(B)
EXCEPT AS SET FORTH IN SECTION 4.4(B) OF THE COMPANY DISCLOSURE
SCHEDULE, EACH FINANCIAL STATEMENT (INCLUDING THE NOTES THERETO) HAS BEEN
PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT BASIS THROUGHOUT THE
PERIODS INVOLVED AND FAIRLY PRESENTS, IN ALL MATERIAL RESPECTS, THE FINANCIAL
CONDITION OF THE COMPANY AS OF SUCH DATES AND THE RESULTS OF THE COMPANY'S
OPERATIONS FOR THE PERIODS SPECIFIED, EXCEPT AS DISCLOSED IN SUCH FINANCIAL
STATEMENTS; PROVIDED, HOWEVER, THAT THE UNAUDITED FINANCIAL STATEMENTS ARE
SUBJECT TO NORMAL RECURRING YEAR-END AUDIT ADJUSTMENTS (WHICH ARE NOT EXPECTED
TO BE MATERIAL), AND DO NOT CONTAIN ALL FOOTNOTES REQUIRED UNDER GAAP.
(C)
THE COMPANY HAS ESTABLISHED AND MAINTAINS AN EFFECTIVE SYSTEM OF
INTERNAL POLICIES AND CONTROLS, INCLUDING OPERATIONAL, FINANCIAL REPORTING AND
ORGANIZATIONAL CONTROLS, SUFFICIENT TO PROVIDE REASONABLE ASSURANCES THAT ALL
MATERIAL MATTERS ARISING IN CONNECTION WITH THE OPERATION OF ITS BUSINESS ARE
REPORTED TO THE COMPANY'S SENIOR MANAGEMENT IN A TIMELY MANNER.
4.5
EVENTS SUBSEQUENT TO THE LATEST BALANCE SHEET.
EXCEPT AS AND TO
THE EXTENT SET FORTH IN THE LATEST BALANCE SHEET OR INCURRED IN THE ORDINARY
COURSE OF THE BUSINESS OR EXCEPT AS SET FORTH IN SECTION 4.5 OF THE COMPANY
DISCLOSURE SCHEDULE, SINCE THE DATE OF THE LATEST BALANCE SHEET UNTIL THE DATE
HEREOF, (I) THE COMPANY HAS NOT INCURRED ANY OBLIGATIONS REQUIRED BY GAAP TO BE
REFLECTED OR RESERVED AGAINST ON A BALANCE SHEET OF THE COMPANY AND (II) THE
COMPANY HAS OPERATED THE BUSINESS IN THE ORDINARY COURSE AND THERE HAS BEEN NO
COMPANY MATERIAL ADVERSE CHANGE.
EXCEPT AS EXPRESSLY SET FORTH IN THE FINANCIAL
STATEMENTS OR IN SECTION 4.5 OF THE COMPANY DISCLOSURE SCHEDULE, SINCE THE
LATEST BALANCE SHEET UNTIL THE DATE HEREOF, THE COMPANY HAS NOT DECLARED, SET
ASIDE OR PAID ANY DIVIDENDS OR DISTRIBUTIONS (INCLUDING, BUT NOT LIMITED TO,
(1) REPURCHASE OR REDEMPTION OF STOCK OR (2) IN CASH, STOCK OR OTHER PROPERTY).
4.6
TANGIBLE ASSETS; INVENTORY.
(A)
EXCEPT AS SET FORTH IN SECTION 4.6(A) OF THE COMPANY DISCLOSURE
SCHEDULE, THE COMPANY HAS GOOD AND VALID TITLE TO, OR A VALID LEASEHOLD INTEREST
IN, THE TANGIBLE ASSETS REFLECTED ON THE LATEST BALANCE SHEET OR ACQUIRED SINCE
THE DATE THEREOF (OTHER THAN ASSETS DISPOSED OF IN THE ORDINARY COURSE OF
BUSINESS SINCE THE DATE OF THE LATEST BALANCE SHEET), FREE AND CLEAR OF ANY AND
ALL LIENS OTHER THAN PERMITTED LIENS.
(B)
THE TANGIBLE ASSETS DESCRIBED IN SECTION