Company.
(J)
APPLICATION OF TAKEOVER PROTECTIONS; RIGHTS AGREEMENT.
THE COMPANY
AND ITS BOARD OF DIRECTORS HAVE TAKEN ALL NECESSARY ACTION, IF ANY, IN ORDER TO
RENDER INAPPLICABLE ANY CONTROL SHARE ACQUISITION, BUSINESS COMBINATION, POISON
PILL (INCLUDING ANY DISTRIBUTION UNDER A RIGHTS AGREEMENT) OR OTHER SIMILAR
ANTI-TAKEOVER PROVISION UNDER THE CERTIFICATE OF INCORPORATION OR THE LAWS OF
THE JURISDICTION OF ITS FORMATION WHICH IS OR COULD BECOME APPLICABLE TO ANY
BUYER AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THE COMPANY'S ISSUANCE OF THE SECURITIES AND ANY BUYER'S
OWNERSHIP OF THE SECURITIES.
THE COMPANY HAS NOT ADOPTED A STOCKHOLDER RIGHTS
PLAN OR SIMILAR ARRANGEMENT RELATING TO ACCUMULATIONS OF BENEFICIAL OWNERSHIP OF
COMMON STOCK OR A CHANGE IN CONTROL OF THE COMPANY.
(K)
SEC DOCUMENTS; FINANCIAL STATEMENTS.
EXCEPT AS DISCLOSED IN SCHEDULE
3 (K), DURING THE TWO (2) YEARS PRIOR TO THE DATE HEREOF, THE COMPANY HAS FILED
ALL REPORTS, SCHEDULES, FORMS, STATEMENTS AND OTHER DOCUMENTS REQUIRED TO BE
FILED BY IT WITH THE SEC PURSUANT TO THE REPORTING REQUIREMENTS OF THE 1934 ACT
(ALL OF THE FOREGOING FILED PRIOR TO THE DATE HEREOF AND ALL EXHIBITS INCLUDED
THEREIN AND FINANCIAL STATEMENTS, NOTES AND SCHEDULES THERETO AND DOCUMENTS
INCORPORATED BY REFERENCE THEREIN BEING HEREINAFTER REFERRED TO AS THE "SEC
DOCUMENTS").
THE COMPANY HAS DELIVERED TO THE BUYERS OR THEIR RESPECTIVE
REPRESENTATIVES TRUE, CORRECT AND COMPLETE COPIES OF THE SEC DOCUMENTS NOT
AVAILABLE ON THE EDGAR SYSTEM.
AS OF THEIR RESPECTIVE DATES, THE SEC DOCUMENTS
COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE 1934 ACT AND THE
RULES AND REGULATIONS OF THE SEC PROMULGATED THEREUNDER APPLICABLE TO THE SEC
DOCUMENTS, AND NONE OF THE SEC DOCUMENTS, AT THE TIME THEY WERE FILED WITH THE
SEC, 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.
AS OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF
THE COMPANY INCLUDED IN THE SEC DOCUMENTS COMPLIED AS TO FORM IN ALL MATERIAL
RESPECTS WITH APPLICABLE ACCOUNTING REQUIREMENTS AND THE PUBLISHED RULES AND
REGULATIONS OF THE SEC WITH RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE
BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES,
CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT (I) AS MAY BE
OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE NOTES THERETO, OR
(II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE
FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS) AND FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY AS OF THE DATES THEREOF
AND THE RESULTS OF ITS OPERATIONS AND CASH FLOWS FOR THE PERIODS THEN ENDED
(SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO NORMAL YEAR-END AUDIT
ADJUSTMENTS).
NO OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE COMPANY TO
THE BUYERS WHICH IS NOT INCLUDED IN THE SEC DOCUMENTS, INCLUDING, WITHOUT
LIMITATION, INFORMATION REFERRED TO