QUARTERLY REPORTS FOR THE FISCAL QUARTERS
ENDED JANUARY 31, 2005, APRIL 30, 2005 AND JULY 31, 2005 OR OCCURRING IN THE
ORDINARY COURSE OF BUSINESS SINCE THE DATE OF SUCH FINANCIAL STATEMENTS, NO
STOCKHOLDER, OFFICER OR DIRECTOR OF THE COMPANY OR ANY OF ITS SUBSIDIARIES NOR
ANY "AFFILIATE" OR "ASSOCIATE" OF SUCH PERSONS (AS SUCH TERMS ARE DEFINED IN THE
RULES AND REGULATIONS PROMULGATED UNDER THE 1933 ACT) (HEREIN, A "RELATED
PARTY") IS A PARTY TO ANY MATERIAL AGREEMENT WITH THE COMPANY OR ANY OF ITS
SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, ANY CONTRACT, AGREEMENT OR OTHER
ARRANGEMENT PROVIDING FOR THE RENTAL OF REAL OR PERSONAL PROPERTY FROM, OR
OTHERWISE REQUIRING PAYMENTS TO, ANY RELATED PARTY.
NO EMPLOYEE OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES NOR ANY RELATED PARTY IS MATERIALLY INDEBTED TO THE
COMPANY OR ANY OF ITS SUBSIDIARIES AND, EXCEPT FOR ACCRUED PAYROLL OBLIGATIONS,
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS INDEBTED TO ANY OF ITS
EMPLOYEES OR ANY RELATED PARTY.
2.23.
BOOKS AND RECORDS.
THE MINUTE BOOK OF THE COMPANY CONTAINS
COMPLETE AND ACCURATE RECORDS OF ALL MEETINGS AND OTHER CORPORATE ACTIONS OF ITS
STOCKHOLDERS, BOARD OF DIRECTORS AND ALL COMMITTEES, IF ANY, APPOINTED BY ITS
BOARD OF DIRECTORS.
THE STOCK LEDGER OF THE COMPANY IS COMPLETE AND REFLECTS
ALL ISSUANCES, TRANSFERS, REPURCHASES AND CANCELLATIONS OF SHARES OF CAPITAL
STOCK OF SUCH COMPANY.
THE BOOKS OF ACCOUNT, LEDGERS, ORDER BOOKS, RECORDS AND
DOCUMENTS OF THE COMPANY ACCURATELY AND COMPLETELY REFLECT ALL MATERIAL
INFORMATION RELATING TO ITS BUSINESS, THE NATURE, ACQUISITION, MAINTENANCE,
LOCATION AND COLLECTION OF ITS ASSETS AND THE NATURE OF ALL TRANSACTIONS GIVING
RISE TO ITS OBLIGATIONS AND ACCOUNTS RECEIVABLE.
2.24.
INSURANCE.
THE COMPANY CARRIES INSURANCE COVERING ITS PROPERTIES
AND BUSINESS IN THE AGGREGATE AMOUNT OF $1,000,000 AND MAINTAINS DIRECTORS AND
OFFICERS' LIABILITY INSURANCE IN THE AGGREGATE AMOUNT OF $2,000,000.
2.25.
EAG.
TO THE COMPANY'S KNOWLEDGE, THE REPRESENTATIONS AND
WARRANTIES OF SAS AB CONTAINED IN ARTICLE 2 OF THE ACQUISITION AGREEMENT ARE
TRUE AND CORRECT AS OF THE DATE HEREOF.
11
3.
REPRESENTATIONS AND WARRANTIES AND OTHER AGREEMENTS OF THE
INVESTORS.
3.1.
REPRESENTATIONS AND WARRANTIES.
EACH INVESTOR SEVERALLY AND NOT
JOINTLY HEREBY REPRESENTS AND WARRANTS AS OF THE DATE HEREOF THAT:
(A)
AUTHORIZATION.
SUCH INVESTOR HAS FULL POWER AND AUTHORITY TO
EXECUTE, DELIVER AND PERFORM EACH OF THE TRANSACTION DOCUMENTS AND TO ACQUIRE
THE SECURITIES.
EACH OF THE TRANSACTION DOCUMENTS CONSTITUTE THE VALID AND
LEGALLY BINDING OBLIGATION OF SUCH INVESTOR, ENFORCEABLE AGAINST SUCH INVESTOR
IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
SUCH INVESTOR IS AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF THAT TERM AS DEFINED IN RULE 501(A) PROMULGATED
UNDER THE 1933 ACT.
(B)
PURCHASE ENTIRELY FOR OWN ACCOUNT.
THE SECURITIES WILL BE
ACQUIRED FOR INVESTMENT FOR SUCH INVESTOR'S OWN ACCOUNT AND NOT WITH A VIEW TO
THE DISTRIBUTION OF ANY PART THEREOF.
OTHER THAN THE TRANSFER PERMITTED BY THE
STOCKHOLDERS' AGREEMENT, SUCH INVESTOR DOES NOT HAVE ANY CONTRACT, UNDERTAKING,
AGREEMENT OR ARRANGEMENT WITH ANY PERSON TO SELL, TRANSFER, OR GRANT
PARTICIPATIONS TO SUCH PERSON