5.5
THE PURCHASER UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE
AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY HAS PASSED ON OR MADE ANY
RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES OR THE FAIRNESS OR SUITABILITY
OF THE INVESTMENT IN THE SECURITIES NOR HAVE SUCH AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THE OFFERING OF THE SECURITIES.
6.
REGISTRATION RIGHTS. THE PURCHASER SHALL HAVE REGISTRATION RIGHTS
PURSUANT TO THE REGISTRATION RIGHTS AGREEMENT, DATED AS OF MAY 21, 2007, BY AND
AMONG THE COMPANY AND THE INVESTORS LISTED ON THE SIGNATURE PAGE THERETO.
7.
RESCISSION RIGHT WAIVER.
THE PURCHASER UNDERSTANDS AND
ACKNOWLEDGES THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT REQUIRES THAT THERE BE NO GENERAL SOLICITATION OF PURCHASERS OF
THE PLACEMENT WARRANTS. IN THIS REGARD, IF THE OFFERING OF THE UNITS WERE DEEMED
TO BE A GENERAL SOLICITATION WITH RESPECT TO THE PLACEMENT WARRANTS, THE OFFER
AND SALE OF SUCH PLACEMENT WARRANTS MAY NOT BE EXEMPT FROM REGISTRATION AND, IF
NOT, THE PURCHASER MAY HAVE A RIGHT TO RESCIND ITS PURCHASE OF THE PLACEMENT
WARRANTS. IN ORDER TO FACILITATE THE COMPLETION OF THE OFFERING AND IN ORDER TO
PROTECT THE COMPANY, ITS STOCKHOLDERS AND THE TRUST ACCOUNT FROM CLAIMS THAT MAY
ADVERSELY AFFECT THE COMPANY OR THE INTERESTS OF ITS STOCKHOLDERS, THE PURCHASER
HEREBY AGREES TO WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY
CLAIMS, RIGHT TO SUE OR RIGHTS IN LAW OR ARBITRATION, AS THE CASE MAY BE, TO
SEEK RESCISSION OF HIS PURCHASE OF THE PLACEMENT WARRANTS.
THE PURCHASER
ACKNOWLEDGES AND AGREES THAT THIS WAIVER IS BEING MADE IN ORDER TO INDUCE THE
COMPANY TO SELL THE PLACEMENT WARRANTS TO THE PURCHASER.
THE PURCHASER AGREES
THAT THE FOREGOING WAIVER OF RESCISSION RIGHTS SHALL APPLY TO ANY AND ALL KNOWN
OR UNKNOWN ACTIONS, CAUSES OF ACTION, SUITS, CLAIMS, OR PROCEEDINGS
(COLLECTIVELY, "CLAIMS") AND RELATED LOSSES, COSTS, PENALTIES, FEES, LIABILITIES
AND DAMAGES, WHETHER COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY, AND EXPENSES IN
CONNECTION THEREWITH (COLLECTIVELY, "LOSSES AND EXPENSES") INCLUDING REASONABLE
ATTORNEYS' AND EXPERT WITNESS FEES AND DISBURSEMENTS AND ALL OTHER EXPENSES
REASONABLY INCURRED IN INVESTIGATING, PREPARING OR DEFENDING AGAINST ANY CLAIMS,
WHETHER PENDING OR THREATENED, IN CONNECTION WITH ANY PRESENT OR FUTURE ACTUAL
OR ASSERTED RIGHT TO RESCIND THE PURCHASE OF THE PLACEMENT WARRANTS HEREUNDER OR
RELATING TO THE PURCHASE OF THE PLACEMENT WARRANTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY.
8.
WAIVER OF CLAIMS AGAINST TRUST ACCOUNT. THE PURCHASER HEREBY
WAIVES ANY AND ALL RIGHT, TITLE, INTEREST OR CLAIM OF ANY KIND IN OR TO ANY
DISTRIBUTIONS FROM THE TRUST ACCOUNT WITH RESPECT TO ANY SHARES OF COMMON STOCK
ACQUIRED BY THE PURCHASER IN CONNECTION WITH THE EXERCISE OF THE PLACEMENT
WARRANTS PURCHASED HEREBY PURSUANT TO THIS AGREEMENT ("CLAIM") AND HEREBY WAIVES
ANY CLAIM THE UNDERSIGNED MAY HAVE IN THE FUTURE AS A RESULT OF, OR ARISING OUT
OF, ANY CONTRACTS OR AGREEMENTS WITH THE COMPANY AND WILL NOT SEEK RECOURSE
AGAINST THE TRUST ACCOUNT FOR ANY REASON WHATSOEVER.
3
9.
WAIVER AND INDEMNIFICATION. PURCHASER HEREBY