THE OTHER TRANSACTION
AGREEMENTS, AND THIS AGREEMENT AND THE OTHER TRANSACTION AGREEMENTS CONSTITUTE
ITS VALID AND LEGALLY BINDING OBLIGATIONS, ENFORCEABLE IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS.
(B)
DISCLOSURE OF INFORMATION.
EACH PURCHASER HEREBY REPRESENTS THAT
IT HAS RECEIVED AND REVIEWED THE INFORMATION ABOUT THE COMPANY GROUP THAT IT HAS
REQUESTED AND REPRESENTS THAT IT HAS HAD AMPLE OPPORTUNITY TO ASK QUESTIONS AND
RECEIVE ANSWERS FROM THE COMPANY REGARDING THE TERMS AND CONDITIONS OF THE
OFFERING OF THE NOTES AND WARRANTS AND THE BUSINESS, PROPERTIES, PROSPECTS AND
FINANCIAL CONDITION OF THE COMPANY GROUP THAT IT HAS REQUESTED.
THE FOREGOING,
HOWEVER, DOES NOT LIMIT OR MODIFY THE REPRESENTATIONS AND WARRANTIES IN SECTION
6 OR THE RIGHT OF THE PURCHASERS TO RELY THEREON.
(C)
INVESTMENT EXPERIENCE.
EACH PURCHASER HEREBY REPRESENTS THAT IT
IS ABLE TO FEND FOR ITSELF, CAN BEAR THE ECONOMIC RISK OF ITS INVESTMENT AND HAS
SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL OR BUSINESS MATTERS THAT IT IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT IN THE NOTES,
WARRANTS AND UNDERLYING COMMON STOCK.
SUCH PURCHASER ALSO REPRESENTS IT HAS NOT
BEEN ORGANIZED FOR THE PURPOSE OF ACQUIRING THE NOTES, WARRANTS OR UNDERLYING
COMMON STOCK.
(D)
INVESTMENT INTENT; OWN ACCOUNT.
EACH PURCHASER HEREBY SEVERALLY
REPRESENTS THAT IT IS ACQUIRING THE NOTES, WARRANTS AND UNDERLYING COMMON STOCK
PURCHASED HEREUNDER OR ACQUIRED PURSUANT HERETO AS PRINCIPAL FOR ITS OWN
ACCOUNT, NOT AS NOMINEE OR AGENT, WITH THE PRESENT INTENTION OF HOLDING SUCH
SECURITIES FOR PURPOSES OF INVESTMENT, AND THAT IT HAS NO INTENTION OF SELLING
SUCH SECURITIES IN VIOLATION OF ANY APPLICABLE UNITED STATES SECURITIES LAWS;
PROVIDED THAT NOTHING CONTAINED HEREIN SHALL PREVENT ANY PURCHASER AND
SUBSEQUENT HOLDERS OF NOTES, WARRANTS OR UNDERLYING COMMON STOCK FROM
TRANSFERRING SUCH SECURITIES TO ITS AFFILIATES OR ANY OTHER PERSON IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 5 OF THIS AGREEMENT.
EACH PURCHASER FURTHER
REPRESENTS THAT SUCH PURCHASER DOES NOT HAVE ANY CONTRACT, UNDERTAKING OR
AGREEMENT WITH ANY PERSON TO SELL, TRANSFER OR GRANT PARTICIPATIONS TO SUCH
PERSON OR TO ANY OTHER PERSON WITH RESPECT TO THE NOTES, WARRANTS AND UNDERLYING
COMMON STOCK.
EACH PURCHASER UNDERSTANDS THAT THE NOTES, WARRANTS AND
UNDERLYING COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND
MAY BE RESOLD ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES
ACT OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE, EXCEPT UNDER
CIRCUMSTANCES WHERE NEITHER SUCH REGISTRATION NOR SUCH AN EXEMPTION IS REQUIRED
BY LAW, AND THAT, SUBJECT TO THE REGISTRATION RIGHTS AGREEMENT, THE PARENT AND
THE COMPANY ARE NOT REQUIRED TO REGISTER THE WARRANTS OR THE NOTES.
(E)
BROKERAGE.
THERE ARE NO CLAIMS FOR BROKERAGE COMMISSIONS,
FINDERS' FEES OR SIMILAR COMPENSATION IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT BASED ON ANY ARRANGEMENT OR AGREEMENT BINDING
UPON ANY PURCHASER.
41
THE PURCHASERS SHALL PAY, AND HOLD EACH MEMBER OF THE COMPANY GROUP HARMLESS
AGAINST, ANY LIABILITY (INCLUDING ATTORNEYS FEES AND OUT-OF-POCKET EXPENSES)
ARISING IN CONNECTION WITH ANY SUCH CLAIM.
(F)
EACH PURCHASER HEREBY REPRESENTS THAT AT LEAST