OR THEREOF.
ALL
CONSENTS, AUTHORIZATIONS, ORDERS, FILINGS AND REGISTRATIONS WHICH THE COMPANY IS
REQUIRED TO OBTAIN PURSUANT TO THE PRECEDING SENTENCE HAVE BEEN OBTAINED OR
EFFECTED ON OR PRIOR TO THE DATE HEREOF (OTHER THAN FILINGS AND REPORTS RELATING
TO THE OFFER AND SALE OF THE SECURITIES REQUIRED UNDER REGULATION D OR
APPLICABLE SECURITIES OR "BLUE SKY" LAWS), AND THE COMPANY AND ITS SUBSIDIARIES
ARE UNAWARE OF ANY FACTS OR CIRCUMSTANCES WHICH MIGHT PREVENT THE COMPANY FROM
OBTAINING OR EFFECTING ANY OF THE REGISTRATIONS, APPLICATIONS OR FILINGS
PURSUANT TO THE PRECEDING SENTENCE.
(F)
ACKNOWLEDGMENT REGARDING THE SUBSCRIBER'S
PURCHASE OF SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT THE
UNDERSIGNED IS ACTING SOLELY IN THE CAPACITY OF ARM'S LENGTH PURCHASER WITH
RESPECT TO THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY AND THAT, EXCEPT AS SET FORTH IN THE DISCLOSURE SCHEDULE OR IN THE
SEC DOCUMENTS, THE UNDERSIGNED IS NOT (I) AN OFFICER OR DIRECTOR OF THE COMPANY,
(II) AN "AFFILIATE" OF THE COMPANY (AS DEFINED IN RULE 144) OR (III) TO THE
KNOWLEDGE OF THE COMPANY, A "BENEFICIAL OWNER" OF MORE THAN 10% OF THE COMMON
STOCK (AS DEFINED FOR PURPOSES OF RULE 13D-3 OF THE
6
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT")).
THE COMPANY
FURTHER ACKNOWLEDGES THAT THE UNDERSIGNED IS NOT ACTING AS A FINANCIAL ADVISOR
OR FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THE
TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, AND
ANY ADVICE GIVEN BY THE UNDERSIGNED OR ANY OF ITS REPRESENTATIVES OR AGENTS IN
CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY IS MERELY INCIDENTAL TO THE UNDERSIGNED'S PURCHASE OF THE
SECURITIES.
(G)
NO GENERAL SOLICITATION; PLACEMENT AGENT'S
FEES.
NEITHER THE COMPANY, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON
ITS OR THEIR BEHALF, HAS ENGAGED IN ANY FORM OF GENERAL SOLICITATION OR GENERAL
ADVERTISING (WITHIN THE MEANING OF REGULATION D) IN CONNECTION WITH THE OFFER OR
SALE OF THE SECURITIES.
THE COMPANY SHALL BE RESPONSIBLE FOR THE PAYMENT OF ANY
PLACEMENT AGENT'S FEES, FINANCIAL ADVISORY FEES, OR BROKERS' COMMISSIONS (OTHER
THAN FOR PERSONS ENGAGED BY THE UNDERSIGNED OR ITS INVESTMENT ADVISOR) RELATING
TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(H)
NO INTEGRATED OFFERING.
NONE OF THE
COMPANY, ITS SUBSIDIARIES, ANY OF THEIR AFFILIATES, OR ANY PERSON ACTING ON
THEIR BEHALF HAS, DIRECTLY OR INDIRECTLY, MADE ANY OFFERS OR SALES OF ANY
SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY, UNDER CIRCUMSTANCES THAT
WOULD REQUIRE REGISTRATION OF ANY OF THE SECURITIES UNDER THE SECURITIES ACT OR
CAUSE THIS OFFERING OF THE SECURITIES TO BE INTEGRATED WITH PRIOR OFFERINGS BY
THE COMPANY FOR PURPOSES OF THE SECURITIES ACT OR ANY APPLICABLE STOCKHOLDER
APPROVAL PROVISIONS, INCLUDING, WITHOUT LIMITATION, UNDER THE RULES AND
REGULATIONS OF ANY EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON WHICH ANY OF THE
SECURITIES OF THE COMPANY ARE LISTED OR DESIGNATED.
(I)
RIGHTS AGREEMENT.
THE COMPANY HAS NOT
ADOPTED A STOCKHOLDER RIGHTS PLAN OR