PURSUANT HERETO OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, EXCEPT FOR SUCH ORDER, CONSENT, APPROVAL,
AUTHORIZATION, DECLARATION OR FILING AS WHICH HAS BEEN OR WILL BE OBTAINED OR
MADE.
ARTICLE VI
COMPLIANCE WITH SECURITIES LAWS
6.1
INVESTMENT INTENT OF THE PURCHASERS.
EACH PURCHASER, SEVERALLY AND
NOT JOINTLY, REPRESENTS AND WARRANTS TO THE COMPANY THAT IT UNDERSTANDS THAT THE
SERIES D SHARES, THE WARRANTS, THE CONVERSION SHARES AND THE WARRANT SHARES
(COLLECTIVELY, THE "SECURITIES") ARE "RESTRICTED SECURITIES" AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT AND SUCH PURCHASER IS ACQUIRING THE SERIES D
SHARES AND WARRANTS IN THE ORDINARY COURSE OF BUSINESS FOR ITS OWN ACCOUNT, WITH
NO PRESENT INTENTION OF SELLING OR OTHERWISE DISTRIBUTING THE SAME TO THE
PUBLIC.
6.2
STATUS OF SERIES D SHARES AND WARRANTS.
EACH PURCHASER HAS BEEN
INFORMED BY THE COMPANY THAT THE SERIES D SHARES AND WARRANTS HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR UNDER ANY STATE SECURITIES LAWS AND ARE
BEING OFFERED AND SOLD IN RELIANCE UPON FEDERAL AND STATE EXEMPTIONS FOR
TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING.
EACH PURCHASER REPRESENTS AND
WARRANTS, SEVERALLY AND NOT JOINTLY, THAT IT WILL NOT, DIRECTLY OR INDIRECTLY,
OFFER, SELL OR OTHERWISE DISPOSE OF (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR
OTHERWISE ACQUIRE) ANY OF THE SECURITIES EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER.
6.3
SOPHISTICATION AND FINANCIAL CONDITION OF PURCHASERS.
EACH
PURCHASER REPRESENTS AND WARRANTS, SEVERALLY AND NOT JOINTLY, TO THE COMPANY
THAT IT IS AN "ACCREDITED INVESTOR" AS DEFINED IN REGULATION D UNDER THE
SECURITIES ACT.
EACH PURCHASER REPRESENTS AND WARRANTS, SEVERALLY AND NOT
JOINTLY, TO THE COMPANY THAT IT CONSIDERS ITSELF TO BE AN EXPERIENCED AND
SOPHISTICATED INVESTOR AND TO HAVE SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS AS ARE NECESSARY TO EVALUATE THE MERITS AND RISKS OF AN
INVESTMENT IN THE SERIES D SHARES AND THE WARRANTS.
EACH PURCHASER HAS RECEIVED
INFORMATION CONCERNING THE COMPANY, INCLUDING THE COMPANY REPORTS AND THE RISKS
RELATING TO THE COMPANY DESCRIBED IN THE COMPANY'S FORM 10-K FILED DECEMBER 20,
2005 AND THE COMPANY'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH
31, 2006.
THE REPRESENTATIONS SET FORTH IN THE PRECEDING SENTENCE SHALL NOT
AFFECT ANY REPRESENTATION OR WARRANTY IN THIS AGREEMENT OF ANY PARTY HERETO OR
ANY CONDITION TO THE OBLIGATIONS OF THE PARTIES HERETO, NOR SHALL IT AFFECT THE
COMPANY'S INDEMNIFICATION OBLIGATIONS ARISING UNDER ARTICLE IX HEREOF.
6.4
TRANSFER OF SERIES D SHARES, WARRANTS AND CONVERSION SHARES.
(A)
EACH PURCHASER HAS BEEN INFORMED BY THE COMPANY AND HEREBY AGREES
THAT THE SECURITIES MAY BE TRANSFERRED ONLY (I) PURSUANT TO PUBLIC OFFERINGS
REGISTERED UNDER THE SECURITIES ACT, (II) PURSUANT TO RULE 144 PROMULGATED UNDER
THE SECURITIES ACT (OR ANY SIMILAR
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RULE THEN IN FORCE), (III) TO AN AFFILIATE OF THE TRANSFEROR, OR (IV) SUBJECT TO
THE CONDITIONS SET FORTH IN SECTION 6.4(B), PURSUANT TO ANY OTHER
LEGALLY-AVAILABLE MEANS OF TRANSFER.
(B)
IN CONNECTION WITH