THE ISSUANCE AND SALE OF THE SECURITIES WILL NOT OBLIGATE THE COMPANY
TO ISSUE SHARES OF COMMON STOCK OR OTHER SECURITIES TO ANY PERSON (OTHER THAN
THE PURCHASERS) AND
9
WILL NOT RESULT IN A RIGHT OF ANY HOLDER OF COMPANY SECURITIES TO ADJUST THE
EXERCISE, CONVERSION, EXCHANGE OR RESET PRICE UNDER ANY OF SUCH SECURITIES. ALL
OF THE OUTSTANDING SHARES OF CAPITAL STOCK OF THE COMPANY ARE VALIDLY ISSUED,
FULLY PAID AND NONASSESSABLE, HAVE BEEN ISSUED IN COMPLIANCE IN ALL MATERIAL
RESPECTS WITH ALL FEDERAL AND STATE SECURITIES LAWS, AND NONE OF SUCH
OUTSTANDING SHARES WAS ISSUED IN VIOLATION OF ANY PREEMPTIVE RIGHTS OR SIMILAR
RIGHTS TO SUBSCRIBE FOR OR PURCHASE SECURITIES.
THERE ARE NO STOCKHOLDERS
AGREEMENTS, VOTING AGREEMENTS OR OTHER SIMILAR AGREEMENTS WITH RESPECT TO THE
COMPANY'S CAPITAL STOCK TO WHICH THE COMPANY IS A PARTY OR, TO THE ACTUAL
KNOWLEDGE OF THE COMPANY, BETWEEN OR AMONG ANY OF THE COMPANY'S STOCKHOLDERS.
(H)
SEC REPORTS; FINANCIAL STATEMENTS.
THE COMPANY HAS COMPLIED IN
ALL MATERIAL RESPECTS WITH REQUIREMENTS TO FILE OR FURNISH, AS APPLICABLE, ALL
REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS UNDER THE SECURITIES
ACT AND THE EXCHANGE ACT, INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF,
FOR THE ONE YEAR PRECEDING THE DATE HEREOF (OR SUCH SHORTER PERIOD AS THE
COMPANY WAS REQUIRED BY LAW OR REGULATION TO FILE OR FURNISH, AS APPLICABLE,
SUCH MATERIAL) (THE FOREGOING MATERIALS, INCLUDING THE EXHIBITS THERETO AND
DOCUMENTS INCORPORATED BY REFERENCE THEREIN, TOGETHER WITH THE PROSPECTUS AND
THE PROSPECTUS SUPPLEMENT, BEING COLLECTIVELY REFERRED TO HEREIN AS THE "SEC
REPORTS") ON A TIMELY BASIS OR HAS RECEIVED A VALID EXTENSION OF SUCH TIME AND
HAS FILED OR FURNISHED, AS APPLICABLE, ANY SUCH SEC REPORTS PRIOR TO THE
EXPIRATION OF ANY SUCH EXTENSION.
AS OF THEIR RESPECTIVE DATES, THE SEC REPORTS
COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE SECURITIES ACT
AND THE EXCHANGE ACT, AS APPLICABLE, AND NONE OF THE SEC REPORTS, WHEN FILED OR
FURNISHED, AS APPLICABLE, 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 THE LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING. THE COMPANY HAS NEVER BEEN AN ISSUER
SUBJECT TO THE DISQUALIFICATION PROVISIONS SET FORTH IN RULE 144(I) UNDER THE
SECURITIES ACT.
THE FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE SEC
REPORTS HAVE BEEN PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES ("GAAP") APPLIED ON A CONSISTENT BASIS DURING THE PERIODS
INVOLVED (EXCEPT AS MAY BE OTHERWISE SPECIFIED IN SUCH FINANCIAL STATEMENTS OR
THE NOTES THERETO AND EXCEPT THAT UNAUDITED FINANCIAL STATEMENTS MAY NOT CONTAIN
ALL FOOTNOTES REQUIRED BY GAAP), AND FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE
FINANCIAL POSITION OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES AS OF AND
FOR THE DATES THEREOF AND THE RESULTS OF OPERATIONS AND CASH FLOWS FOR THE
PERIODS THEN ENDED, SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL,
IMMATERIAL,