SUBSIDIARIES OR BY WHICH ANY PROPERTY OR ASSET OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES IS BOUND OR AFFECTED.
(E)
CONSENTS. EXCEPT AS SET FORTH ON SCHEDULE
3(E), NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS REQUIRED TO OBTAIN ANY
CONSENT, AUTHORIZATION OR ORDER OF, OR MAKE ANY FILING OR REGISTRATION WITH, ANY
COURT, GOVERNMENTAL AGENCY OR ANY REGULATORY OR SELF-REGULATORY AGENCY OR ANY
OTHER PERSON IN ORDER FOR IT TO EXECUTE, DELIVER OR PERFORM ANY OF ITS
OBLIGATIONS UNDER OR CONTEMPLATED BY THE TRANSACTION DOCUMENTS, IN EACH CASE IN
ACCORDANCE WITH THE TERMS HEREOF OR THEREOF. ALL CONSENTS, AUTHORIZATIONS,
ORDERS, FILINGS AND REGISTRATIONS WHICH THE COMPANY IS REQUIRED TO OBTAIN
PURSUANT TO THE PRECEDING SENTENCE WILL BE OBTAINED OR EFFECTED ON OR PRIOR TO
THE CLOSING DATE, AND THE COMPANY AND ITS SUBSIDIARIES ARE UNAWARE OF ANY FACTS
OR CIRCUMSTANCES WHICH 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 REQUIREMENTS OF THE PRINCIPAL MARKET AND
HAS NO KNOWLEDGE OF ANY FACTS WHICH 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 AND EXCEPT AS SET
FORTH ON SCHEDULE 3(F), THAT NO BUYER IS (I) AN OFFICER OR DIRECTOR OF THE
COMPANY, (II) AN "AFFILIATE" OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (AS
DEFINED IN RULE 144) OR (III) TO THE KNOWLEDGE OF THE COMPANY, A "BENEFICIAL
OWNER" OF MORE THAN 10% OF THE SHARES OF COMMON STOCK (AS DEFINED FOR PURPOSES
OF RULE 13D-3 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934
ACT")). THE COMPANY FURTHER ACKNOWLEDGES THAT NO BUYER IS ACTING AS A FINANCIAL
ADVISOR OR FIDUCIARY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES (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 SUBSIDIARIES OR 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 SHALL BE
RESPONSIBLE FOR THE PAYMENT OF ANY PLACEMENT AGENT'S FEES, FINANCIAL ADVISORY
FEES, OR BROKERS' COMMISSIONS (OTHER THAN FOR PERSONS ENGAGED