(B) ARRANGE FOR
SETTLEMENT BY WAY OF DWAC OR DVP IN A TIMELY MANNER.
IF THE INVESTOR DOES NOT
DELIVER THE AGGREGATE PURCHASE PRICE FOR THE SECURITIES OR DOES NOT MAKE PROPER
ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE NOTES AND WARRANTS MAY NOT
BE DELIVERED AT CLOSING TO THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE
CLOSING ALTOGETHER.
6.
THE EXECUTED WARRANT SHALL BE DELIVERED IN
ACCORDANCE WITH THE TERMS THEREOF.
7.
THE NOTES SHALL BE DELIVERED IN ACCORDANCE
WITH THE TERMS THEREOF.
8.
THE INVESTOR REPRESENTS THAT, EXCEPT AS
SET FORTH BELOW, (A) IT HAS HAD NO POSITION, OFFICE OR OTHER MATERIAL
RELATIONSHIP WITHIN THE PAST THREE YEARS WITH THE COMPANY OR PERSONS KNOWN TO IT
TO BE AFFILIATES OF THE COMPANY, (B) IT IS NOT A MEMBER OF THE FINANCIAL
INDUSTRY REGULATORY AUTHORITY, INC. OR AN ASSOCIATED PERSON (AS SUCH TERM IS
DEFINED UNDER THE NASD MEMBERSHIP AND REGISTRATION RULES SECTION 1011) AS OF THE
CLOSING, AND (C) NEITHER THE INVESTOR NOR ANY GROUP OF INVESTORS (AS IDENTIFIED
IN A PUBLIC FILING MADE WITH THE COMMISSION) OF WHICH THE INVESTOR IS A PART IN
CONNECTION WITH THE OFFERING OF THE SECURITIES, ACQUIRED, OR OBTAINED THE RIGHT
TO ACQUIRE, 20% OR MORE OF THE COMMON STOCK (OR SECURITIES CONVERTIBLE INTO OR
EXERCISABLE FOR COMMON STOCK) OR THE VOTING POWER OF THE COMPANY ON A
POST-TRANSACTION BASIS.
EXCEPTIONS:
(If no exceptions, write "none." If left blank, response will be deemed to be
"none.")
3
9.
THE INVESTOR REPRESENTS THAT IT HAS
RECEIVED (OR OTHERWISE HAD MADE AVAILABLE TO IT BY THE FILING BY THE COMPANY OF
AN ELECTRONIC VERSION THEREOF WITH THE COMMISSION) THE BASE PROSPECTUS WHICH IS
A PART OF THE COMPANY'S REGISTRATION STATEMENT, THE DOCUMENTS INCORPORATED BY
REFERENCE THEREIN AND ANY FREE WRITING PROSPECTUS (COLLECTIVELY, THE "DISCLOSURE
PACKAGE"), PRIOR TO OR IN CONNECTION WITH THE RECEIPT OF THIS AGREEMENT.
THE
INVESTOR ACKNOWLEDGES THAT, PRIOR TO THE DELIVERY OF THIS AGREEMENT TO THE
COMPANY, THE INVESTOR WILL RECEIVE CERTAIN ADDITIONAL INFORMATION REGARDING THE
OFFERING, INCLUDING A TERM SHEET AND PRICING INFORMATION (THE "OFFERING
INFORMATION").
SUCH INFORMATION MAY BE PROVIDED TO THE INVESTOR BY ANY MEANS
PERMITTED UNDER THE ACT, INCLUDING THE PROSPECTUS SUPPLEMENT, A FREE WRITING
PROSPECTUS AND ORAL COMMUNICATIONS.
10.
NO OFFER BY THE INVESTOR TO BUY SECURITIES WILL
BE ACCEPTED AND NO PART OF THE PURCHASE PRICE WILL BE DELIVERED TO THE COMPANY
UNTIL THE INVESTOR HAS RECEIVED THE OFFERING INFORMATION AND THE COMPANY HAS
ACCEPTED SUCH OFFER BY COUNTERSIGNING A COPY OF THIS AGREEMENT, AND ANY SUCH
OFFER MAY BE WITHDRAWN OR REVOKED, WITHOUT OBLIGATION OR COMMITMENT OF ANY KIND,
AT ANY TIME PRIOR TO THE COMPANY (OR PLACEMENT AGENT ON BEHALF OF THE COMPANY)
SENDING (ORALLY, IN WRITING OR BY ELECTRONIC MAIL) NOTICE OF ITS ACCEPTANCE OF
SUCH OFFER.
AN INDICATION OF INTEREST WILL INVOLVE NO OBLIGATION OR COMMITMENT
OF ANY KIND UNTIL THE INVESTOR HAS BEEN DELIVERED THE OFFERING INFORMATION AND
THIS AGREEMENT IS ACCEPTED AND COUNTERSIGNED BY OR