STOCK OF THE
COMPANY, INCLUDING THE COMMON STOCK, CONFORMS AS TO LEGAL MATTERS TO THE
DESCRIPTION THEREOF, IF ANY, CONTAINED IN THE REGISTRATION STATEMENT, THE
STATUTORY PROSPECTUS AND THE PROSPECTUS, AND AS OF THE DATE THEREOF, THE COMPANY
HAD AUTHORIZED CAPITAL STOCK AS SET FORTH THEREIN.
THE SHARES ARE IN DUE AND
PROPER FORM AND THE HOLDERS OF THE SHARES WILL NOT BE SUBJECT TO PERSONAL
LIABILITY BY REASON OF BEING SUCH HOLDERS.
(L)
NO REGISTRATION RIGHTS.
EXCEPT AS OTHERWISE DESCRIBED IN THE
REGISTRATION STATEMENT, THE DISCLOSURE PACKAGE AND IN THE PROSPECTUS, THERE ARE
NO PREEMPTIVE RIGHTS OR OTHER RIGHTS TO SUBSCRIBE FOR OR TO PURCHASE, OR ANY
RESTRICTION UPON THE VOTING OF TRANSFER OF, ANY SHARES OF COMMON STOCK PURSUANT
TO THE COMPANY'S CHARTER, BY-LAWS OR ANY AGREEMENT OR OTHER INSTRUMENT TO WHICH
THE COMPANY IS A PARTY OR BY WHICH THE COMPANY IS BOUND.
THERE ARE NO
CONTRACTS, AGREEMENTS OR UNDERSTANDINGS BETWEEN THE COMPANY AND ANY PERSON
GRANTING SUCH PERSON THE RIGHT (OTHER THAN RIGHTS WHICH HAVE BEEN WAIVED IN
WRITING IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR
OTHERWISE SATISFIED) TO REQUIRE THE COMPANY TO FILE A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT WITH RESPECT TO ANY SECURITIES OF THE COMPANY OWNED OR
TO BE OWNED BY SUCH PERSON OR TO REQUIRE THE COMPANY TO INCLUDE SUCH SECURITIES
IN THE SECURITIES REGISTERED PURSUANT TO THE REGISTRATION STATEMENT OR IN ANY
SECURITIES BEING REGISTERED PURSUANT TO ANY OTHER REGISTRATION STATEMENT FILED
BY THE COMPANY UNDER THE SECURITIES ACT.
(M)
SUBSIDIARIES. THE COMPANY HAS NO SIGNIFICANT SUBSIDIARIES (AS SUCH
TERM IS DEFINED IN RULE 1-02(W) OF REGULATION S-X PROMULGATED BY THE
COMMISSION).
(N)
DUE AUTHORIZATION AND ENFORCEABILITY.
EACH OF THIS AGREEMENT
AND THE INDIVIDUALIZED SUBSCRIPTION TERMS HAS BEEN DULY AUTHORIZED, EXECUTED AND
DELIVERED BY THE COMPANY, AND CONSTITUTES A VALID, LEGAL AND BINDING OBLIGATION
OF THE COMPANY, ENFORCEABLE AGAINST THE COMPANY IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS RIGHTS TO INDEMNITY HEREUNDER MAY BE LIMITED BY FEDERAL OR STATE
SECURITIES LAWS AND EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY APPLICABLE
BANKRUPTCY, INSOLVENCY, REORGANIZATION OR SIMILAR LAWS AFFECTING THE RIGHTS OF
CREDITORS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY.
6
(O)
NO CONFLICT.
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
COMPANY OF THIS AGREEMENT AND THE INDIVIDUALIZED SUBSCRIPTION TERMS AND THE
CONSUMMATION OF THE TRANSACTIONS HEREIN CONTEMPLATED, INCLUDING THE ISSUANCE AND
SALE BY THE COMPANY OF THE SHARES, WILL NOT CONFLICT WITH OR RESULT IN A BREACH
OR VIOLATION OF, OR CONSTITUTE A DEFAULT UNDER (NOR CONSTITUTE ANY EVENT WHICH
WITH NOTICE, LAPSE OF TIME OR BOTH WOULD RESULT IN ANY BREACH OR VIOLATION OF OR
CONSTITUTE A DEFAULT UNDER) (I) THE PROVISIONS OF THE CHARTER OR BY-LAWS OF THE
COMPANY, (II) ANY MATERIAL INDENTURE, MORTGAGE, DEED OF TRUST, BANK LOAN OR
CREDIT AGREEMENT OR OTHER EVIDENCE OF INDEBTEDNESS, OR ANY LICENSE, LEASE,
CONTRACT OR OTHER AGREEMENT OR INSTRUMENT TO WHICH THE COMPANY IS A PARTY OR BY
WHICH IT OR ANY OF ITS PROPERTIES