CERTIFICATE OF INCORPORATION
OR THE LAWS OF THE STATE OF HAWAII 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 AND ITS BOARD OF DIRECTORS HAVE TAKEN
ALL NECESSARY ACTION, IF ANY, IN ORDER TO RENDER INAPPLICABLE ANY 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 SET FORTH ON
SCHEDULE 3(K), DURING THE TWO (2) YEARS PRIOR TO THE DATE HEREOF, THE COMPANY
HAS TIMELY 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 OR PRIOR TO
THE DATE OF THE CLOSING, 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
MADE AVAILABLE 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 FILING DATES, THE SEC DOCUMENTS COMPLIED IN ALL MATERIAL
RESPECTS WITH THE REQUIREMENTS OF THE 1934 ACT AND THE RULES
9
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 FILING 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).
(L)
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS DISCLOSED IN SCHEDULE
3(L), SINCE DECEMBER 31, 2007, THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE
BUSINESS, PROPERTIES, OPERATIONS, CONDITION (FINANCIAL OR OTHERWISE), RESULTS OF
OPERATIONS OR PROSPECTS OF THE COMPANY OR ITS SUBSIDIARIES, TAKEN AS A WHOLE.
EXCEPT AS DISCLOSED IN