THE OFFERING MATERIALS, THE COMPANY DOES NOT
OWN OR CONTROL, DIRECTLY OR INDIRECTLY, AN INTEREST IN ANY OTHER CORPORATION,
PARTNERSHIP, TRUST, JOINT VENTURE OR OTHER BUSINESS ENTITY.
THE COMPANY IS DULY
QUALIFIED OR LICENSED AND IN GOOD STANDING AS A FOREIGN CORPORATION IN EACH
JURISDICTION IN WHICH THE CHARACTER OF ITS OPERATIONS REQUIRES SUCH
QUALIFICATION OR LICENSING AND WHERE FAILURE TO SO QUALIFY WOULD HAVE A MATERIAL
ADVERSE EFFECT ON THE COMPANY.
THE COMPANY HAS ALL REQUISITE CORPORATE POWER
AND AUTHORITY, AND ALL MATERIAL AND NECESSARY AUTHORIZATIONS, APPROVALS, ORDERS,
LICENSES, CERTIFICATES AND PERMITS OF AND FROM ALL GOVERNMENTAL REGULATORY
OFFICIALS AND BODIES (DOMESTIC AND FOREIGN) TO CONDUCT ITS BUSINESSES (AND
PROPOSED BUSINESS) AS DESCRIBED IN THE OFFERING MATERIALS. ANY DISCLOSURES IN
THE OFFERING MATERIALS CONCERNING THE EFFECTS OF FOREIGN, FEDERAL, STATE AND
LOCAL REGULATION ON THE COMPANY'S BUSINESSES AS CURRENTLY CONDUCTED AND AS
CONTEMPLATED ARE CORRECT IN ALL MATERIAL RESPECTS AND DO NOT OMIT TO STATE A
MATERIAL FACT.
THE COMPANY HAS ALL CORPORATE POWER AND AUTHORITY TO ENTER INTO
THIS AGREEMENT, THE STANDBY EQUITY DISTRIBUTION AGREEMENT, THE REGISTRATION
RIGHTS AGREEMENT, AND TO CARRY OUT THE PROVISIONS AND CONDITIONS HEREOF AND
THEREOF, AND ALL CONSENTS, AUTHORIZATIONS, APPROVALS AND ORDERS REQUIRED IN
CONNECTION HEREWITH AND THEREWITH HAVE BEEN OBTAINED.
NO CONSENT, AUTHORIZATION
OR ORDER OF, AND NO FILING WITH, ANY COURT, GOVERNMENT AGENCY OR OTHER BODY IS
REQUIRED BY THE COMPANY FOR THE ISSUANCE OF THE SECURITIES OR EXECUTION AND
DELIVERY OF THE OFFERING MATERIALS EXCEPT FOR APPLICABLE FEDERAL AND STATE
SECURITIES LAWS.
THE COMPANY, SINCE ITS INCEPTION, HAS NOT INCURRED ANY
LIABILITY ARISING UNDER OR AS A RESULT OF THE APPLICATION OF ANY OF THE
PROVISIONS OF THE 1933 ACT, THE 1934 ACT OR THE RULES AND REGULATIONS.
(VII)
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE
CONDITION OR PROSPECTS OF THE COMPANY, FINANCIAL OR OTHERWISE, FROM THE LATEST
DATES AS OF WHICH SUCH CONDITION OR PROSPECTS, RESPECTIVELY, ARE SET FORTH IN
THE OFFERING MATERIALS, AND THE OUTSTANDING DEBT, THE PROPERTY AND THE BUSINESS
OF THE COMPANY CONFORM IN ALL MATERIAL RESPECTS TO THE DESCRIPTIONS THEREOF
CONTAINED IN THE OFFERING MATERIALS.
(VIII)
EXCEPT AS SET FORTH IN THE OFFERING MATERIALS, THE
COMPANY IS NOT IN BREACH OF, OR IN DEFAULT UNDER, ANY TERM OR PROVISION OF ANY
MATERIAL INDENTURE, MORTGAGE, DEED OF TRUST, LEASE, NOTE, LOAN OR ANY OTHER
MATERIAL AGREEMENT OR INSTRUMENT EVIDENCING AN OBLIGATION FOR BORROWED MONEY, OR
ANY OTHER MATERIAL AGREEMENT OR INSTRUMENT TO WHICH IT IS A PARTY OR BY WHICH IT
OR ANY OF ITS PROPERTIES MAY BE BOUND OR AFFECTED.
THE COMPANY IS NOT IN
VIOLATION OF ANY PROVISION OF ITS CHARTER OR BY-LAWS OR IN VIOLATION OF ANY
FRANCHISE, LICENSE, PERMIT, JUDGMENT, DECREE OR ORDER, OR IN VIOLATION OF ANY
MATERIAL STATUTE, RULE OR REGULATION.
NEITHER THE EXECUTION AND DELIVERY OF THE
OFFERING MATERIALS NOR THE ISSUANCE AND SALE OR DELIVERY OF THE SECURITIES, NOR
THE CONSUMMATION OF ANY OF THE TRANSACTIONS CONTEMPLATED IN THE OFFERING
MATERIALS NOR THE COMPLIANCE BY THE