RESPECTIVE DATES AS OF WHICH INFORMATION IS GIVEN IN THE REGISTRATION STATEMENT
AND PROSPECTUS, THERE HAS NOT BEEN ANY MATERIAL CHANGE IN THE CAPITAL STOCK OR
LONG-TERM DEBT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES, THE COMPANY AND ITS
SUBSIDIARIES HAVE NOT INCURRED ANY MATERIAL LIABILITIES OR OBLIGATIONS, DIRECT
OR CONTINGENT, NOR ENTERED INTO ANY MATERIAL TRANSACTIONS, EXCEPT FOR ENTERING
INTO PURCHASE ORDERS IN THE ORDINARY COURSE OF BUSINESS, AND THERE HAS NOT BEEN
ANY MATERIAL ADVERSE CHANGE IN OR AFFECTING THE GENERAL AFFAIRS, MANAGEMENT,
FINANCIAL POSITION, STOCKHOLDERS' EQUITY OR RESULTS OF OPERATIONS OF THE COMPANY
AND ITS SUBSIDIARIES CONSIDERED AS A WHOLE, OTHERWISE THAN AS DISCLOSED IN OR
CONTEMPLATED BY THE REGISTRATION STATEMENT AND PROSPECTUS.
(10)
OTHER THAN AS DISCLOSED IN THE PROSPECTUS, THERE ARE NO LEGAL,
GOVERNMENTAL OR REGULATORY PROCEEDINGS PENDING TO WHICH THE COMPANY OR ANY OF
ITS SUBSIDIARIES IS A PARTY OR OF WHICH ANY MATERIAL PROPERTY OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES IS THE SUBJECT
5
WHICH, TAKING INTO ACCOUNT THE LIKELIHOOD OF THE OUTCOME, THE DAMAGES OR OTHER
RELIEF SOUGHT AND OTHER RELEVANT FACTORS, WOULD INDIVIDUALLY OR IN THE AGGREGATE
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT OR ADVERSELY AFFECT THE
ABILITY OF THE COMPANY TO ISSUE AND SELL THE INVESTOR SHARES; TO THE BEST OF THE
COMPANY'S KNOWLEDGE, NO SUCH PROCEEDINGS ARE THREATENED OR CONTEMPLATED BY
GOVERNMENTAL OR REGULATORY AUTHORITIES OR THREATENED BY OTHERS.
(11)
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAVE GOOD AND MARKETABLE
TITLE TO ALL THE REAL PROPERTY AND OWNS ALL OTHER PROPERTIES AND ASSETS,
REFLECTED AS OWNED IN THE FINANCIAL STATEMENTS INCLUDED OR INCORPORATED BY
REFERENCE IN THE REGISTRATION STATEMENT AND THE PROSPECTUS, SUBJECT TO NO LIEN,
MORTGAGE, PLEDGE, CHARGE OR ENCUMBRANCE OF ANY KIND EXCEPT THOSE, IF ANY,
REFLECTED IN SUCH FINANCIAL STATEMENTS OR WHICH ARE NOT MATERIAL TO THE COMPANY
AND ITS SUBSIDIARIES TAKEN AS A WHOLE.
THE COMPANY AND EACH OF ITS SUBSIDIARIES
HOLD THEIR RESPECTIVE LEASED REAL AND PERSONAL PROPERTIES UNDER VALID AND
BINDING LEASES, EXCEPT WHERE THE FAILURE TO DO SO WOULD NOT REASONABLY BE
EXPECTED TO INDIVIDUALLY OR IN THE AGGREGATE HAVE A MATERIAL ADVERSE EFFECT.
(12)
THE COMPANY HAS FILED ALL NECESSARY FEDERAL AND STATE INCOME AND
FRANCHISE TAX RETURNS AND HAS PAID ALL TAXES SHOWN AS DUE THEREON OR HAS FILED
ALL NECESSARY EXTENSIONS, AND THERE IS NO TAX DEFICIENCY THAT HAS BEEN, OR TO
THE KNOWLEDGE OF THE COMPANY MIGHT BE, ASSERTED AGAINST THE COMPANY OR ANY OF
ITS PROPERTIES OR ASSETS THAT WOULD IN THE AGGREGATE OR INDIVIDUALLY REASONABLY
BE EXPECTED TO HAVE A MATERIAL ADVERSE AFFECT.
(13)
THERE ARE NO AUTHORIZED OPTIONS, WARRANTS, PREEMPTIVE RIGHTS,
RIGHTS OF FIRST REFUSAL OR OTHER RIGHTS TO PURCHASE, OR EQUITY OR DEBT
SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR, ANY CAPITAL
STOCK OF THE COMPANY OR ITS SUBSIDIARIES OTHER THAN THOSE ACCURATELY DESCRIBED
IN THE REGISTRATION STATEMENT AND THE PROSPECTUS.
THERE ARE NO HOLDERS OR
BENEFICIAL OWNERS OF SECURITIES OF THE COMPANY HAVING RIGHTS