PURCHASER WARRANTIES
PART 1: GENERAL
The terms defined in the agreement and used in this Appendix D shall bear
the same meanings in each case, save to the extent which is contrary to, or
otherwise indicated by, the context or save as otherwise indicated in this
Appendix.
PART 2: WARRANTIES
The purchaser warrants that:
A save as disclosed in the purchaser's public filings with the United
States Securities and Exchange Commission; and
B save as recorded in the agreement.
1. On the closing date:
1.1 the purchaser will be incorporated according to the laws of state
of Utah in the United States of America;
1.2 the authorised and issued share capital of the purchaser will be
as disclosed in its most recent accounts;
1.3 all of the issued shares in the capital of the purchaser will be
of one class and will rank pari passu with each other;
1.4 the purchaser will be authorized to issue the convertible note
and authorized to issue the conversion stock (as defined in the
convertible note) in accordance with the terms of the convertible
note;
1.5 the purchaser will not have done or omitted to do anything which
will materially prejudice its continued goodwill; and
1.6 there will have been no material adverse change in the
purchaser's financial position.
2. The purchaser is not engaged in any litigation, income tax
appeals, arbitration or criminal proceedings (other than
proceedings for the collection of debts from trade debtors in the
ordinary course of business).
3. The most recent annual financial statements of the purchaser have been
prepared:
3.1 in accordance with generally accepted and sound accounting
practices as applied in the United States of America;
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3.2 in a manner such as fairly to present the state of affairs,
operations and results of the purchaser as at the date thereof
and for the periods to which they relate;
3.3 in accordance with the provisions of the relevant legislation;
and
3.4 unless inconsistent with 3.1, on the same bases and applying the
same criteria as applied in the preparation of the financial
statements of the purchaser during previous years.
4. This transaction does not constitute a breach of the purchaser's
contractual obligations nor will it entitle any person to terminate
any contract to which the purchaser is a party or any person to
exercise any pre-emptive rights with respect to all or any part of any
of the assets of the purchaser.
5. To the purchaser's knowledge, the purchaser has disclosed all facts
and circumstances material to this transaction and which would be
material or would be reasonably likely to be material to an acquirer
of shares in the purchaser and/or a holder of the convertible note.
6. No professional indemnity claims, actions or litigation shall have
been made, taken or instituted against the purchaser and not have been
fully disposed of prior to the signature date or not adequately and
fully covered by insurance.
