the
Purchasers contained in this Agreement.
SECTION 4.04
Accredited Investor.
Each of the Purchasers is an
"accredited investor" as such term is defined in Rule 501(a) of Regulation D
under the Securities Act.
SECTION 4.05
Purchase Entirely For Own Account.
Each of the Purchasers is
acquiring the Notes and the Warrants to be acquired hereunder (and will acquire
the Common Stock upon exercise of the Warrants) for its own account, for
investment and not with a view to the public resale or distribution thereof, in
violation of any securities Law.
None of the Purchasers has any contract,
agreement, understanding or arrangement with any Person to sell, grant or
transfer any portion of the Notes or the Warrants.
SECTION 4.06
Investment Company.
Neither of the Purchasers is an
"investment company" or an entity "controlled" by an "investment company" within
the meaning of the Investment Company Act.
ARTICLE V
ADDITIONAL AGREEMENTS
SECTION 5.01
Access to Information.
At the time of Closing and at any
time thereafter if the Purchasers (a) do not have a director designated to serve
on the Board of Directors of the Company actually serving on such Board of
Directors and (b) continue to hold at
24
least 25% of the Warrants (or Common Stock received upon exercise of the
Warrants) initially purchased hereunder, upon reasonable prior notice, the
Company shall cause its officers, directors, employees, agents, representatives,
accountants and counsel to grant the Purchasers reasonable access during normal
business hours to the offices, properties, books, records and personnel of the
Company and such additional information concerning the business and properties
of the Company as the Purchasers and their representatives may reasonably
request.
SECTION 5.02
INFORMATION STATEMENT.
(A)
AS PROMPTLY AS REASONABLY
PRACTICAL, BUT IN NO EVENT LATER THAN 10 BUSINESS DAYS AFTER CLOSING, THE
COMPANY SHALL PREPARE AND FILE WITH THE SEC AN INFORMATION STATEMENT (AS SUCH
INFORMATION STATEMENT MAY BE AMENDED, THE "INFORMATION STATEMENT") TO BE SENT TO
THE COMPANY'S STOCKHOLDERS IN ACCORDANCE WITH REGULATION 14C OF THE EXCHANGE
ACT.
PRIOR TO FILING THE INFORMATION STATEMENT WITH THE SEC, THE COMPANY SHALL
GIVE THE PURCHASERS THE OPPORTUNITY TO TIMELY REVIEW AND COMMENT UPON THE
INFORMATION STATEMENT.
THE COMPANY WILL PROMPTLY ADVISE, AND PROVIDE COPIES TO,
THE PURCHASERS OF ANY REQUEST BY THE SEC FOR ADDITIONAL INFORMATION, AMENDMENT
OF THE INFORMATION STATEMENT OR COMMENTS THEREON AND ALL RESPONSES BY THE
COMPANY THEREON.
(B)
THE COMPANY REPRESENTS THAT THE INFORMATION SUPPLIED BY THE
COMPANY FOR INCLUSION IN THE INFORMATION STATEMENT SHALL NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR FAIL TO STATE ANY MATERIAL FACT REQUIRED TO BE
STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF
THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
THE INFORMATION
STATEMENT WILL COMPLY AS TO FORM AND SUBSTANCE IN ALL MATERIAL RESPECTS WITH THE
APPLICABLE REQUIREMENTS OF THE EXCHANGE ACT.
(C)
EACH OF THE PURCHASERS, SEVERALLY BUT NOT JOINTLY, REPRESENTS THAT
THE INFORMATION SUPPLIED IN WRITING BY SUCH PURCHASER FOR INCLUSION IN THE