INFORMATION
WHICH IT IS ADVISED BY LEGAL COUNSEL IS LEGALLY REQUIRED.
THE PARTIES
ACKNOWLEDGE AND AGREE THAT AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE, THE
COMPANY HAS NOT DISCLOSED ANY MATERIAL NON-PUBLIC INFORMATION TO THE INVESTOR.
4.7
ACKNOWLEDGMENTS REGARDING PLACEMENT AGENT.
THE INVESTOR ACKNOWLEDGES THAT THE PLACEMENT AGENT HAS ACTED SOLELY AS PLACEMENT
AGENT FOR THE COMPANY IN CONNECTION WITH THE OFFERING OF THE SECURITIES BY THE
COMPANY, THAT THE PLACEMENT AGENT HAS MADE NO REPRESENTATION OR WARRANTY
WHATSOEVER WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION,
DATA OR OTHER RELATED DISCLOSURE MATERIAL, AND THAT THE PLACEMENT AGENT WILL BE
COMPENSATED SOLELY BY THE COMPANY FOR ACTING IN SUCH CAPACITY.
THE INVESTOR
FURTHER ACKNOWLEDGES THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT
AND PURCHASE THE SECURITIES, IT HAS RELIED ON ITS OWN EXAMINATION OF THE COMPANY
AND THE TERMS OF, AND CONSEQUENCES OF HOLDING, THE SECURITIES.
THE INVESTOR
FURTHER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 4.7 ARE FOR THE BENEFIT
OF, AND MAY BE ENFORCED BY, THE PLACEMENT AGENT.
4.8
ADDITIONAL ACKNOWLEDGEMENT.
THE INVESTOR
ACKNOWLEDGES THAT IT HAS INDEPENDENTLY EVALUATED THE MERITS OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, THAT IT HAS INDEPENDENTLY DETERMINED TO ENTER
INTO THE TRANSACTIONS CONTEMPLATED HEREBY, THAT IT IS NOT RELYING ON ANY ADVICE
FROM OR EVALUATION BY ANY OTHER INVESTOR, AND THAT IT IS NOT ACTING IN CONCERT
WITH ANY OTHER INVESTOR (OTHER THAN THE INVESTORS WHO MAY BE DIRECTLY AFFILIATED
WITH SUCH INVESTOR) IN MAKING ITS PURCHASE OF THE SECURITIES HEREUNDER.
THE
INVESTOR AND, TO ITS KNOWLEDGE, THE COMPANY ACKNOWLEDGE THAT THE INVESTORS HAVE
NOT TAKEN ANY ACTIONS THAT WOULD DEEM THE INVESTORS TO BE MEMBERS OF A "GROUP"
FOR PURPOSES OF SECTION 13(D) OF THE EXCHANGE ACT (OTHER THAN WITH OTHER
INVESTORS WHO MAY BE AFFILIATED WITH THE INVESTOR).
SUCH INVESTOR IS NOT
PURCHASING THE SECURITIES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR
OTHER COMMUNICATION REGARDING THE SECURITIES PUBLISHED IN ANY NEWSPAPER,
MAGAZINE OR SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT
ANY SEMINAR OR ANY OTHER GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
5.
SURVIVAL OF REPRESENTATIONS, WARRANTIES
AND AGREEMENTS.
NOTWITHSTANDING ANY INVESTIGATION MADE BY ANY PARTY TO THIS
AGREEMENT OR BY THE PLACEMENT AGENT, ALL REPRESENTATIONS AND WARRANTIES MADE BY
THE COMPANY AND THE INVESTORS HEREIN SHALL SURVIVE THE EXECUTION OF THIS
AGREEMENT, THE DELIVERY TO THE INVESTOR OF THE SECURITIES BEING PURCHASED AND
THE PAYMENT THEREFOR FOR A PERIOD OF TWO (2) YEARS FOLLOWING THE DATE OF THIS
AGREEMENT (EXCEPT FOR CLAIMS MADE BY ANY PARTY TO THIS AGREEMENT DURING THE TWO
(2) YEAR PERIOD FOLLOWING THE DATE OF THIS AGREEMENT WITH RESPECT TO A BREACH OF
ANY REPRESENTATION AND WARRANTY, WHICH SHALL SURVIVE INDEFINITELY), AND UNLESS
OTHERWISE SET FORTH HEREIN, ALL COVENANTS AND AGREEMENTS IN THIS AGREEMENT SHALL
SURVIVE INDEFINITELY.
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6.
REGISTRATION OF REGISTRABLE SECURITIES;
COMPLIANCE WITH THE SECURITIES ACT.
6.1
REGISTRATION PROCEDURES AND EXPENSES.
THE
COMPANY SHALL:
(A)
SUBJECT TO RECEIPT OF NECESSARY