PURCHASER IS ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY OF THE COMPANY (OR IN
ANY SIMILAR CAPACITY) WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND ANY ADVICE GIVEN BY ANY PURCHASER OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES OR AGENTS IN CONNECTION WITH THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY IS MERELY INCIDENTAL TO THE PURCHASERS'
PURCHASE OF THE SHARES.
THE COMPANY FURTHER REPRESENTS TO EACH PURCHASER THAT
THE COMPANY'S DECISION TO ENTER INTO THIS AGREEMENT HAS BEEN BASED SOLELY ON THE
INDEPENDENT EVALUATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY THE COMPANY
AND ITS REPRESENTATIVES.
(K)
APPROVALS.
THE ISSUANCE AND LISTING ON THE NASDAQ NATIONAL MARKET
OF THE SHARES REQUIRES NO FURTHER APPROVALS, INCLUDING BUT NOT LIMITED TO, THE
APPROVAL OF SHAREHOLDERS.
(L)
ACKNOWLEDGEMENT REGARDING PURCHASERS' TRADING ACTIVITY.
ANYTHING
IN EACH OF THE TRANSACTION DOCUMENTS OR ELSEWHERE HEREIN TO THE CONTRARY
NOTWITHSTANDING, IT IS UNDERSTOOD AND AGREED BY THE COMPANY (I) THAT NONE OF THE
PURCHASERS HAVE BEEN ASKED TO AGREE, NOR HAS ANY PURCHASER AGREED, TO DESIST
FROM PURCHASING OR SELLING, LONG AND/OR SHORT, SECURITIES OF THE COMPANY, OR
"DERIVATIVE" SECURITIES BASED ON SECURITIES ISSUED BY THE COMPANY OR TO HOLD THE
SECURITIES FOR ANY SPECIFIED TERM; (II) THAT PAST OR FUTURE OPEN MARKET OR OTHER
TRANSACTIONS BY ANY PURCHASER, INCLUDING SHORT SALES, AND SPECIFICALLY
INCLUDING, WITHOUT LIMITATION, SHORT SALES OR "DERIVATIVE" TRANSACTIONS, BEFORE
OR AFTER THE CLOSING OF THIS OR FUTURE PRIVATE PLACEMENT TRANSACTIONS, MAY
NEGATIVELY IMPACT THE MARKET PRICE OF THE COMPANY'S PUBLICLY-TRADED SECURITIES;
(III) THAT ANY PURCHASER, AND COUNTER PARTIES IN "DERIVATIVE" TRANSACTIONS TO
WHICH ANY SUCH PURCHASER IS A PARTY, DIRECTLY OR INDIRECTLY, PRESENTLY MAY HAVE
A "SHORT" POSITION IN THE COMMON STOCK, AND (IV) THAT EACH PURCHASER SHALL NOT
BE DEEMED TO HAVE ANY AFFILIATION WITH OR CONTROL OVER ANY ARM'S LENGTH
COUNTER-PARTY IN ANY "DERIVATIVE" TRANSACTION. THE COMPANY FURTHER UNDERSTANDS
AND ACKNOWLEDGES THAT (A) ONE OR MORE PURCHASERS MAY ENGAGE IN HEDGING
ACTIVITIES AT VARIOUS TIMES DURING THE PERIOD THAT THE SECURITIES ARE
OUTSTANDING, INCLUDING, WITHOUT LIMITATION, DURING THE PERIODS THAT THE VALUE OF
THE WARRANT SHARES DELIVERABLE WITH RESPECT TO SECURITIES ARE BEING DETERMINED
AND (B) SUCH HEDGING ACTIVITIES (IF ANY) COULD REDUCE THE VALUE OF THE EXISTING
STOCKHOLDERS' EQUITY INTERESTS IN THE COMPANY AT AND AFTER THE TIME THAT THE
HEDGING ACTIVITIES ARE BEING CONDUCTED.
THE COMPANY ACKNOWLEDGES THAT SUCH
AFOREMENTIONED HEDGING ACTIVITIES DO NOT CONSTITUTE A BREACH OF ANY OF THE
TRANSACTION DOCUMENTS.
(M)
MANIPULATION OF PRICE.
THE COMPANY HAS NOT, AND TO ITS KNOWLEDGE
NO ONE ACTING ON ITS BEHALF HAS, (I) TAKEN, DIRECTLY OR INDIRECTLY, ANY ACTION
DESIGNED TO CAUSE
9
OR TO RESULT IN THE STABILIZATION OR MANIPULATION OF THE PRICE OF ANY SECURITY
OF THE COMPANY TO FACILITATE THE SALE OR RESALE OF ANY OF THE SECURITIES, (II)
SOLD, BID FOR, PURCHASED, OR, PAID ANY COMPENSATION FOR SOLICITING PURCHASES OF,
ANY OF THE SECURITIES (OTHER THAN FOR THE PLACEMENT AGENT'S PLACEMENT OF THE
SECURITIES), OR (III) PAID OR AGREED TO PAY TO ANY