SHARES.
8
(F)
ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE OF COMMON SHARES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT THE BUYER IS ACTING SOLELY IN THE
CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION DOCUMENTS
AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND THAT THE BUYER IS NOT,
AS OF IMMEDIATELY PRIOR TO THE CLOSING, (I) AN OFFICER OR DIRECTOR OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES, (II) AN "AFFILIATE" OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES (AS DEFINED IN RULE 144) OR (III) TO THE KNOWLEDGE OF THE
COMPANY, A "BENEFICIAL OWNER" OF MORE THAN 10% OF THE SHARES OF COMMON STOCK (AS
DEFINED FOR PURPOSES OF RULE 13D-3 OF THE 1934 ACT). THE COMPANY FURTHER
ACKNOWLEDGES THAT THE BUYER IS NOT ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES (OR IN ANY SIMILAR CAPACITY) WITH RESPECT
TO THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY, AND ANY ADVICE GIVEN BY THE BUYER OR ANY OF ITS REPRESENTATIVES OR
AGENTS IN CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, FOR WHICH A SEPARATE ENGAGEMENT WAS NOT
CONSUMMATED, IS MERELY INCIDENTAL TO THE BUYER'S PURCHASE OF THE COMMON SHARES.
THE COMPANY FURTHER REPRESENTS TO THE 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; FEES. NEITHER THE COMPANY NOR ANY OF
ITS SUBSIDIARIES OR 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 COMMON
SHARES. 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 OR PROVIDING SERVICES TO THE BUYER OR ITS AFFILIATES (A
"BUYER PROVIDER")) RELATING TO OR ARISING OUT OF THE TRANSACTIONS CONTEMPLATED
HEREBY. THE COMPANY SHALL PAY, AND HOLD THE BUYER HARMLESS AGAINST, ANY
LIABILITY, LOSS OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND
OUT-OF-POCKET EXPENSES) IN CONNECTION WITH ANY CLAIM RELATING TO ANY SUCH
PAYMENT TO A PERSON THAT IS NOT A BUYER PROVIDER. THE COMPANY REPRESENTS THAT
NEITHER IT NOR ANY OF ITS SUBSIDIARIES HAS ENGAGED ANY PLACEMENT AGENT OR OTHER
AGENT IN CONNECTION WITH THE SALE OF THE COMMON SHARES.
(H)
NO INTEGRATED OFFERING. EXCEPT AS DISCLOSED ON SCHEDULE 3(H),
NONE OF THE COMPANY, ITS SUBSIDIARIES, ANY OF THEIR RESPECTIVE AFFILIATES, AND
ANY PERSON ACTING ON ANY OF THEIR BEHALF HAS, DIRECTLY OR INDIRECTLY, MADE ANY
OFFERS OR SALES OF ANY SECURITY OR SOLICITED ANY OFFERS TO BUY ANY SECURITY IN
THE PRIOR SIX (6) MONTHS UNDER CIRCUMSTANCES THAT WOULD ELIMINATE THE
AVAILABILITY OF THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT IN CONNECTION
WITH THE OFFER AND SALE BY THE COMPANY OF THE COMMON SHARES AS CONTEMPLATED
HEREBY, WHETHER THROUGH INTEGRATION WITH PRIOR OFFERINGS