THAT THE COMPANY'S DECISION TO ENTER INTO THIS
AGREEMENT HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION OF THE COMPANY AND
ITS REPRESENTATIVES.
15
(DD)
NO GENERAL SOLICITATION OR ADVERTISING IN REGARD
TO THIS TRANSACTION.
NEITHER THE COMPANY NOR, TO THE KNOWLEDGE OF THE COMPANY,
ANY OF ITS SUPERVISORY DIRECTORS, MANAGING DIRECTORS OR OFFICERS (I) HAS
CONDUCTED OR WILL CONDUCT ANY GENERAL SOLICITATION (AS THAT TERM IS USED IN RULE
502(C) OF REGULATION D) OR GENERAL ADVERTISING WITH RESPECT TO THE SALE OF THE
DEBENTURES, THE WARRANTS OR THE ENABLE WARRANTS, OR (II) MADE ANY OFFERS OR
SALES OF ANY SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY UNDER ANY
CIRCUMSTANCES THAT WOULD REQUIRE REGISTRATION OF THE DEBENTURES, THE UNDERLYING
SHARES, THE WARRANTS OR THE ENABLE WARRANTS UNDER THE SECURITIES ACT OR MADE ANY
"DIRECTED SELLING EFFORTS" AS DEFINED IN RULE 902 OF REGULATION S.
(ee)
No Disagreements with Accountants and Lawyers.
The Company is current with respect to any fees owed to its accountants and
lawyers.
3.2
REPRESENTATIONS AND WARRANTIES OF THE
PURCHASERS.
EACH PURCHASER HEREBY, FOR ITSELF AND FOR NO OTHER PURCHASER,
REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
(A)
ORGANIZATION; AUTHORITY.
SUCH PURCHASER IS
AN ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE OR
PARTNERSHIP POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS
OBLIGATIONS THEREUNDER. THE PURCHASE BY SUCH PURCHASER OF THE SECURITIES
HEREUNDER HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF SUCH
PURCHASER.
EACH OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT HAS
BEEN DULY EXECUTED BY SUCH PURCHASER, AND WHEN DELIVERED BY SUCH PURCHASER IN
ACCORDANCE WITH THE TERMS HEREOF, WILL CONSTITUTE THE VALID AND LEGALLY BINDING
OBLIGATION OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS
TERMS.
(B)
INVESTMENT INTENT.
SUCH PURCHASER IS
ACQUIRING THE SECURITIES AS PRINCIPAL FOR ITS OWN ACCOUNT FOR INVESTMENT
PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING SUCH
SECURITIES OR ANY PART THEREOF, WITHOUT PREJUDICE, HOWEVER, TO SUCH PURCHASER'S
RIGHT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, AT ALL TIMES TO SELL OR
OTHERWISE DISPOSE OF ALL OR ANY PART OF SUCH SECURITIES PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNDER AN EXEMPTION FROM SUCH
REGISTRATION AND IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
LAWS.
NOTHING CONTAINED HEREIN SHALL BE DEEMED A REPRESENTATION OR WARRANTY BY
SUCH PURCHASER TO HOLD SECURITIES FOR ANY PERIOD OF TIME.
SUCH PURCHASER IS
ACQUIRING THE SECURITIES HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS.
SUCH
PURCHASER DOES NOT HAVE ANY AGREEMENT OR UNDERSTANDING, DIRECTLY OR INDIRECTLY,
WITH ANY PERSON TO DISTRIBUTE ANY OF THE SECURITIES.
(C)
PURCHASER STATUS.
AT THE TIME SUCH
PURCHASER WAS OFFERED THE SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS, AND
ON EACH DATE ON WHICH IT EXERCISES ANY WARRANTS OR