BY ALL
NECESSARY ACTION ON THE PART OF CIMSA.
EACH OF THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS TO WHICH CIMSA IS A PARTY HAS BEEN, OR UPON DELIVERY WILL
BE, DULY EXECUTED AND DELIVERED BY CIMSA AND IS, OR WHEN DELIVERED IN ACCORDANCE
WITH THE TERMS THEREOF WILL CONSTITUTE, THE VALID AND BINDING OBLIGATION OF
CIMSA, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE
LIMITED BY (I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER LAWS
OF GENERAL APPLICATION RELATING TO OR AFFECTING THE ENFORCEMENT OF CREDITORS
RIGHTS GENERALLY, AND (II) THE EFFECT OF RULES OF LAW GOVERNING THE AVAILABILITY
OF SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES.
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3.2
NO PUBLIC SALE OR DISTRIBUTION. CIMSA IS
(I) ACQUIRING THE COMMON SHARES AND THE WARRANT, AND (II) UPON EXERCISE OF THE
WARRANT WILL ACQUIRE THE WARRANT SHARES ISSUABLE UPON EXERCISE THEREOF, IN THE
ORDINARY COURSE OF BUSINESS FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TOWARDS, OR
FOR RESALE IN CONNECTION WITH, THE PUBLIC SALE OR DISTRIBUTION THEREOF, EXCEPT
PURSUANT TO SALES REGISTERED UNDER THE SECURITIES ACT OR UNDER AN EXEMPTION FROM
SUCH REGISTRATION AND IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
LAWS, AND CIMSA DOES NOT HAVE A PRESENT ARRANGEMENT TO EFFECT ANY DISTRIBUTION
OF THE PURCHASED SECURITIES TO OR THROUGH ANY PERSON.
3.3
INVESTOR STATUS.
AT THE TIME CIMSA WAS
OFFERED THE PURCHASED SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS, AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT OR A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A(A) UNDER THE SECURITIES
ACT.
CIMSA IS NOT A REGISTERED BROKER DEALER REGISTERED UNDER SECTION 15(A) OF
THE EXCHANGE ACT, OR A MEMBER OF THE NASD, INC. OR AN ENTITY ENGAGED IN THE
BUSINESS OF BEING A BROKER DEALER.
CIMSA IS NOT AFFILIATED WITH ANY BROKER
DEALER REGISTERED UNDER SECTION 15(A) OF THE EXCHANGE ACT, OR A MEMBER OF THE
NASD, INC. OR AN ENTITY ENGAGED IN THE BUSINESS OF BEING A BROKER DEALER.
3.4
EXPERIENCE OF CIMSA.
CIMSA, EITHER ALONE OR
TOGETHER WITH ITS REPRESENTATIVES HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT IN THE PURCHASED SECURITIES,
AND HAS SO EVALUATED THE MERITS AND RISKS OF SUCH INVESTMENT.
CIMSA UNDERSTANDS
THAT IT MUST BEAR THE ECONOMIC RISK OF THIS INVESTMENT IN THE PURCHASED
SECURITIES INDEFINITELY, AND IS ABLE TO BEAR SUCH RISK AND IS ABLE TO AFFORD A
COMPLETE LOSS OF SUCH INVESTMENT.
3.5
ACCESS TO INFORMATION.
CIMSA ACKNOWLEDGES
THAT IT HAS REVIEWED THE DISCLOSURE MATERIALS AND HAS BEEN AFFORDED:
(I) THE
OPPORTUNITY TO ASK SUCH QUESTIONS AS IT HAS DEEMED NECESSARY OF, AND TO RECEIVE
ANSWERS FROM, REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS
OF THE OFFERING OF THE PURCHASED SECURITIES AND THE MERITS AND RISKS OF
INVESTING IN THE PURCHASED SECURITIES; (II) ACCESS TO INFORMATION ABOUT THE
COMPANY AND THE SUBSIDIARIES AND THEIR RESPECTIVE FINANCIAL CONDITION, RESULTS