AND REGULATIONS AND THE RULES AND
REGULATIONS OF ANY SELF-REGULATORY ORGANIZATION TO WHICH THE COMPANY OR ITS
SECURITIES ARE SUBJECT), OR BY WHICH ANY PROPERTY OR ASSET OF THE COMPANY OR A
SUBSIDIARY IS BOUND OR AFFECTED.
(E)
ISSUANCE OF THE SECURITIES.
THE SECURITIES
(INCLUDING THE UNDERLYING SHARES) ARE DULY AUTHORIZED AND, WHEN ISSUED AND PAID
FOR IN ACCORDANCE WITH THE TRANSACTION DOCUMENTS, WILL BE DULY AND VALIDLY
ISSUED, FULLY PAID AND NONASSESSABLE, FREE AND CLEAR OF ALL LIENS AND SHALL NOT
BE SUBJECT TO PREEMPTIVE RIGHTS OR SIMILAR RIGHTS OF SHAREHOLDERS.
THE COMPANY
HAS RESERVED FROM ITS DULY AUTHORIZED CAPITAL STOCK THE MAXIMUM NUMBER OF SHARES
OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT.
(F)
CAPITALIZATION.
THE NUMBER OF SHARES AND
TYPE OF ALL AUTHORIZED, ISSUED AND OUTSTANDING CAPITAL STOCK, OPTIONS AND OTHER
SECURITIES OF THE COMPANY (WHETHER OR NOT PRESENTLY CONVERTIBLE INTO OR
EXERCISABLE OR EXCHANGEABLE FOR SHARES OF CAPITAL STOCK OF THE COMPANY) IS SET
FORTH IN SCHEDULE 3.1(F).
ALL OUTSTANDING SHARES OF CAPITAL STOCK ARE DULY
AUTHORIZED, VALIDLY ISSUED, FULLY PAID AND NONASSESSABLE AND HAVE BEEN ISSUED IN
COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS.
EXCEPT AS DISCLOSED IN
SCHEDULE 3.1(F), THERE ARE NO OUTSTANDING OPTIONS, WARRANTS, SCRIPT RIGHTS TO
SUBSCRIBE TO, CALLS OR COMMITMENTS OF ANY CHARACTER WHATSOEVER RELATING TO, OR
SECURITIES, RIGHTS OR OBLIGATIONS CONVERTIBLE INTO OR EXERCISABLE OR
EXCHANGEABLE FOR, OR GIVING ANY PERSON ANY RIGHT TO SUBSCRIBE FOR OR ACQUIRE,
ANY SHARES OF COMMON STOCK, OR CONTRACTS, COMMITMENTS, UNDERSTANDINGS OR
ARRANGEMENTS BY WHICH THE COMPANY OR ANY SUBSIDIARY IS OR MAY BECOME BOUND TO
ISSUE ADDITIONAL SHARES OF COMMON STOCK, OR SECURITIES OR RIGHTS CONVERTIBLE OR
EXCHANGEABLE INTO SHARES OF COMMON STOCK. THERE ARE NO ANTI-DILUTION OR PRICE
ADJUSTMENT PROVISIONS CONTAINED IN ANY SECURITY ISSUED BY THE COMPANY (OR IN ANY
AGREEMENT PROVIDING RIGHTS TO SECURITY HOLDERS) AND THE ISSUE AND SALE OF THE
SECURITIES (INCLUDING THE UNDERLYING SHARES) WILL NOT OBLIGATE THE COMPANY TO
ISSUE SHARES OF COMMON STOCK OR OTHER
7
SECURITIES TO ANY PERSON (OTHER THAN THE PURCHASERS) AND WILL NOT RESULT IN A
RIGHT OF ANY HOLDER OF COMPANY SECURITIES TO ADJUST THE EXERCISE, CONVERSION,
EXCHANGE OR RESET PRICE UNDER SUCH SECURITIES.
TO THE KNOWLEDGE OF THE COMPANY,
EXCEPT AS SPECIFICALLY DISCLOSED IN SCHEDULE 3.1(F), NO PERSON OR GROUP OF
RELATED PERSONS BENEFICIALLY OWNS (AS DETERMINED PURSUANT TO RULE 13D-3 UNDER
THE EXCHANGE ACT), OR HAS THE RIGHT TO ACQUIRE, BY AGREEMENT WITH OR BY
OBLIGATION BINDING UPON THE COMPANY, BENEFICIAL OWNERSHIP OF IN EXCESS OF 5% OF
THE OUTSTANDING COMMON STOCK, IGNORING FOR SUCH PURPOSES ANY LIMITATION ON THE
NUMBER OF SHARES OF COMMON STOCK THAT MAY BE OWNED AT ANY SINGLE TIME.
(G)
SEC REPORTS; FINANCIAL STATEMENTS.
THE
COMPANY HAS FILED ALL REPORTS REQUIRED TO BE FILED BY IT UNDER THE EXCHANGE ACT,
INCLUDING PURSUANT TO SECTION 13(A) OR 15(D) THEREOF, FOR THE TWO YEARS
PRECEDING THE DATE HEREOF (OR SUCH SHORTER PERIOD AS THE COMPANY WAS REQUIRED BY
LAW TO FILE SUCH MATERIAL) (THE