STATEMENTS WITH THE
APPROPRIATE STATES AND AUTHORITIES PURSUANT TO THE PLEDGE AND SECURITY
AGREEMENT, (II) THE FILING WITH THE SEC OF ONE OR MORE REGISTRATION STATEMENTS
IN ACCORDANCE WITH THE REQUIREMENTS OF THE REGISTRATION RIGHTS AGREEMENT AND
(III) THE FILING OF A LISTING APPLICATION FOR THE CONVERSION SHARES, INTEREST
SHARES AND WARRANT SHARES WITH THE PRINCIPAL MARKET, WHICH SHALL BE DONE
PURSUANT TO THE RULES OF THE PRINCIPAL MARKET.
THE COMPANY AND ITS SUBSIDIARIES
ARE UNAWARE OF ANY FACTS OR CIRCUMSTANCES THAT MIGHT PREVENT THE COMPANY FROM
OBTAINING OR EFFECTING ANY OF THE REGISTRATION, APPLICATION OR FILINGS PURSUANT
TO THE PRECEDING SENTENCE.
THE COMPANY IS NOT IN VIOLATION OF THE LISTING
REQUIREMENTS OF THE PRINCIPAL MARKET AND HAS NO KNOWLEDGE OF ANY FACTS THAT
WOULD REASONABLY LEAD TO DELISTING OR SUSPENSION OF THE COMMON STOCK IN THE
FORESEEABLE FUTURE.
(F)
ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE
OF SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH BUYER IS ACTING
SOLELY IN THE CAPACITY OF ARM'S LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
THE COMPANY
FURTHER ACKNOWLEDGES THAT NO BUYER IS ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY
OF THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND ANY ADVICE
GIVEN BY A BUYER OR ANY OF ITS REPRESENTATIVES OR AGENTS IN CONNECTION WITH THE
TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY IS
MERELY INCIDENTAL TO SUCH BUYER'S PURCHASE OF THE SECURITIES.
THE COMPANY
FURTHER REPRESENTS TO EACH BUYER THAT THE COMPANY'S DECISION TO ENTER INTO THE
TRANSACTION DOCUMENTS HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION BY THE
COMPANY AND ITS REPRESENTATIVES.
(G)
NO GENERAL SOLICITATION; PLACEMENT AGENT'S
FEES.
NEITHER THE COMPANY, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON
ITS OR THEIR BEHALF, HAS ENGAGED IN ANY FORM OF GENERAL SOLICITATION OR GENERAL
ADVERTISING (WITHIN THE MEANING OF REGULATION D) IN CONNECTION WITH THE OFFER OR
SALE OF THE SECURITIES.
THE COMPANY ACKNOWLEDGES THAT IT HAS ENGAGED THOMAS
WEISEL PARTNERS LLC AND KAUFMAN BROS., L.P. AS PLACEMENT AGENTS (THE "AGENTS")
IN CONNECTION WITH THE SALE OF THE SECURITIES.
OTHER THAN THE AGENTS, THE
COMPANY HAS NOT ENGAGED ANY PLACEMENT AGENT OR OTHER AGENT IN CONNECTION WITH
THE SALE OF THE SECURITIES.
(H)
NO INTEGRATED OFFERING.
NONE OF THE
COMPANY, ITS SUBSIDIARIES, ANY OF THEIR AFFILIATES, AND ANY PERSON ACTING ON
THEIR BEHALF HAS, DIRECTLY OR INDIRECTLY, MADE ANY OFFERS OR SALES OF ANY
SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY, UNDER CIRCUMSTANCES THAT
WOULD REQUIRE REGISTRATION OF ANY OF THE SECURITIES UNDER THE 1933 ACT OR CAUSE
THIS OFFERING OF THE SECURITIES TO BE INTEGRATED WITH PRIOR OFFERINGS BY THE
COMPANY FOR PURPOSES OF THE 1933 ACT OR ANY APPLICABLE STOCKHOLDER APPROVAL
PROVISIONS, INCLUDING, WITHOUT LIMITATION, UNDER THE RULES AND REGULATIONS OF
ANY EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON WHICH ANY OF THE SECURITIES OF THE
COMPANY ARE LISTED OR DESIGNATED.
NONE OF THE COMPANY, ITS