COMMON STOCK (SUCH AFFIRMATIVE APPROVAL BEING
REFERRED TO HEREIN AS THE "STOCKHOLDER APPROVAL")
THE COMPANY'S BOARD SHALL
RECOMMEND TO THE SHAREHOLDERS TO VOTE IN FAVOR OF APPROVING THE TRANSACTIONS
CONTEMPLATED HEREIN AND THE YA GLOBAL CLOSING AND THE INCREASE OF THE COMPANY'S
AUTHORIZED COMMON STOCK; PROVIDED, HOWEVER THAT THE BOARD SHALL NOT BE OBLIGATED
TO MAKE SUCH A RECOMMENDATION IF THE BOARD DETERMINES IN GOOD FAITH, AFTER
RECEIVING THE ADVICE OF ITS INDEPENDENT LEGAL AND FINANCIAL ADVISORS, THAT SUCH
A RECOMMENDATION WOULD CAUSE THE BOARD TO BREACH ITS FIDUCIARY DUTIES.
2.
BUYER'S REPRESENTATIONS AND WARRANTIES.
Each Buyer represents and warrants, severally and not jointly, that:
(A)
INVESTMENT PURPOSE.
EACH BUYER IS
ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT FOR INVESTMENT ONLY AND NOT WITH A
VIEW TOWARDS, OR FOR RESALE IN CONNECTION WITH,
3
THE PUBLIC SALE OR DISTRIBUTION THEREOF, EXCEPT PURSUANT TO SALES REGISTERED OR
EXEMPTED UNDER THE SECURITIES ACT; PROVIDED, HOWEVER, THAT BY MAKING THE
REPRESENTATIONS HEREIN, SUCH BUYER RESERVES THE RIGHT TO DISPOSE OF THE
SECURITIES AT ANY TIME IN ACCORDANCE WITH OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT COVERING SUCH SECURITIES OR AN AVAILABLE EXEMPTION UNDER
THE SECURITIES ACT.
SUCH BUYER DOES NOT PRESENTLY HAVE ANY AGREEMENT OR
UNDERSTANDING, DIRECTLY OR INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE ANY OF THE
SECURITIES.
(B)
ACCREDITED INVESTOR STATUS.
EACH BUYER IS
AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A)(3) OF REGULATION
D.
(C)
RELIANCE ON EXEMPTIONS.
EACH BUYER
UNDERSTANDS THAT THE SECURITIES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE ON
SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL
AND STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH
AND ACCURACY OF, AND SUCH BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH BUYER SET
FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF SUCH BUYER TO ACQUIRE THE SECURITIES.
(D)
INFORMATION.
EACH BUYER AND ITS ADVISORS
(AND HIS, OR ITS, COUNSEL), IF ANY, HAVE BEEN FURNISHED WITH ALL MATERIALS
RELATING TO THE BUSINESS, FINANCES AND OPERATIONS OF THE COMPANY AND INFORMATION
HE DEEMED MATERIAL TO MAKING AN INFORMED INVESTMENT DECISION REGARDING HIS
PURCHASE OF THE SECURITIES, WHICH HAVE BEEN REQUESTED BY SUCH BUYER.
EACH BUYER
AND ITS ADVISORS, IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF
THE COMPANY AND ITS MANAGEMENT.
NEITHER SUCH INQUIRIES NOR ANY OTHER DUE
DILIGENCE INVESTIGATIONS CONDUCTED BY SUCH BUYER OR ITS ADVISORS, IF ANY, OR ITS
REPRESENTATIVES SHALL MODIFY, AMEND OR AFFECT SUCH BUYER'S RIGHT TO RELY ON THE
COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 3 BELOW.
EACH
BUYER UNDERSTANDS THAT ITS INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE
OF RISK.
EACH BUYER IS IN A POSITION REGARDING THE COMPANY, WHICH, BASED UPON
EMPLOYMENT, FAMILY RELATIONSHIP OR ECONOMIC BARGAINING POWER, ENABLED AND
ENABLES SUCH BUYER TO OBTAIN INFORMATION FROM THE COMPANY IN ORDER TO EVALUATE
THE MERITS AND RISKS OF THIS INVESTMENT.
EACH BUYER HAS SOUGHT SUCH