INQUIRY
OF AVII, OF ANY VIOLATION BY AVII OF THE LISTING REQUIREMENTS OF THE PRINCIPAL
MARKET WITH RESPECT TO THE AVII COMMON STOCK.
THE COMPANY HAS NO KNOWLEDGE,
WITHOUT HAVING UNDERTAKEN ANY AFFIRMATIVE INDEPENDENT INQUIRY OF AVII, OF ANY
FACTS WHICH WOULD REASONABLY LEAD TO DELISTING OR SUSPENSION OF THE COMPANY
COMMON STOCK OR THE AVII COMMON STOCK IN THE FORESEEABLE FUTURE.
(F)
ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE OF SECURITIES.
THE COMPANY
ACKNOWLEDGES AND AGREES THAT EACH BUYER 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 NO BUYER IS (I) AN
OFFICER OR DIRECTOR OF THE COMPANY, (II) AN "AFFILIATE" OF THE COMPANY (AS
DEFINED IN RULE 144) OR (III) TO THE COMPANY'S KNOWLEDGE, A "BENEFICIAL OWNER"
OF MORE THAN 10% OF THE COMPANY COMMON STOCK (AS DEFINED FOR PURPOSES OF RULE
13D-3 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT")).
THE
COMPANY FURTHER ACKNOWLEDGES THAT NO BUYER IS 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 A BUYER OR ANY OF ITS REPRESENTATIVES OR AGENTS IN
CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND THEREBY IS MERELY INCIDENTAL TO SUCH BUYER'S PURCHASE OF THE
SECURITIES.
THE COMPANY FURTHER REPRESENTS TO EACH BUYER THAT THE COMPANY'S
DECISION TO ENTER INTO THE TRANSACTION DOCUMENTS HAS BEEN BASED SOLELY ON THE
INDEPENDENT EVALUATION BY THE COMPANY AND ITS REPRESENTATIVES.
(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 ANY BUYER OR ITS INVESTMENT ADVISOR) RELATING TO OR ARISING OUT OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
THE COMPANY SHALL PAY, AND HOLD EACH BUYER
HARMLESS AGAINST, ANY LIABILITY, LOSS OR EXPENSE (INCLUDING, WITHOUT LIMITATION,
ATTORNEY'S FEES AND OUT-OF-POCKET EXPENSES) ARISING IN CONNECTION WITH ANY SUCH
CLAIM.
OTHER THAN ENGAGING RODMAN & RENSHAW, INC. AS PLACEMENT AGENT (THE
"AGENT"), THE COMPANY HAS NOT ENGAGED ANY PLACEMENT AGENT OR OTHER AGENT IN
CONNECTION WITH THE SALE OF THE NOTES AND THE WARRANTS.
(H)
NO INTEGRATED OFFERING.
NONE OF THE COMPANY, ITS SUBSIDIARIES, ANY OF
THEIR AFFILIATES, AND 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 1933 ACT OR CAUSE THIS OFFERING OF THE SECURITIES TO BE
INTEGRATED WITH PRIOR OFFERINGS BY THE COMPANY FOR PURPOSES OF THE 1933 ACT OR