OR THE VOTING POWER OF THE COMPANY ON A POST TRANSACTION BASIS
THAT ASSUMES THAT THE CLOSING SHALL HAVE OCCURRED.
(K)
INDEPENDENT INVESTMENT DECISION. SUCH PURCHASER HAS INDEPENDENTLY
EVALUATED THE MERITS OF ITS DECISION TO PURCHASE SECURITIES PURSUANT TO THE
TRANSACTION DOCUMENTS, AND SUCH PURCHASER CONFIRMS THAT IT HAS NOT RELIED ON THE
ADVICE OF ANY OTHER PURCHASER'S BUSINESS AND/OR LEGAL COUNSEL IN MAKING SUCH
DECISION. SUCH PURCHASER UNDERSTANDS THAT NOTHING IN THIS AGREEMENT OR ANY OTHER
MATERIALS PRESENTED BY OR ON BEHALF OF THE COMPANY TO THE PURCHASER IN
CONNECTION WITH THE PURCHASE OF THE SECURITIES CONSTITUTES LEGAL, TAX OR
INVESTMENT ADVICE. SUCH PURCHASER HAS CONSULTED SUCH LEGAL, TAX AND INVESTMENT
ADVISORS AS IT, IN ITS SOLE DISCRETION, HAS DEEMED NECESSARY OR APPROPRIATE IN
CONNECTION WITH ITS PURCHASE OF THE SECURITIES. SUCH PURCHASER UNDERSTANDS THAT
THE PLACEMENT AGENT HAS ACTED SOLELY AS THE AGENT OF THE COMPANY IN THIS
PLACEMENT OF THE SECURITIES AND SUCH PURCHASER HAS NOT RELIED ON THE BUSINESS OR
LEGAL ADVICE OF THE PLACEMENT AGENT OR ANY OF ITS AGENTS, COUNSEL OR AFFILIATES
IN MAKING ITS INVESTMENT DECISION HEREUNDER, AND CONFIRMS THAT NONE OF SUCH
PERSONS HAS MADE ANY REPRESENTATIONS OR WARRANTIES TO SUCH PURCHASER IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
(L)
RELIANCE ON EXEMPTIONS. SUCH PURCHASER UNDERSTANDS THAT THE
SECURITIES 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
16
SUCH PURCHASER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGEMENTS AND UNDERSTANDINGS OF SUCH PURCHASER SET FORTH HEREIN IN ORDER
TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF SUCH
PURCHASER TO ACQUIRE THE SECURITIES.
(M)
NO GOVERNMENTAL REVIEW.
SUCH 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.
THE COMPANY ACKNOWLEDGES AND AGREES THAT NO PURCHASER HAS MADE OR MAKES ANY
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS SECTION 3.2.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
(A)
COMPLIANCE WITH LAWS. NOTWITHSTANDING ANY OTHER
PROVISION OF THIS ARTICLE IV, EACH PURCHASER COVENANTS THAT THE SECURITIES MAY
BE DISPOSED OF ONLY PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, AND
IN COMPLIANCE WITH THE REQUIREMENTS OF, THE SECURITIES ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE
AND FEDERAL SECURITIES LAWS. IN CONNECTION WITH ANY TRANSFER OF THE SECURITIES
OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, (II) TO THE
COMPANY, (III) TO AN AFFILIATE OF A PURCHASER, (IV) PURSUANT