OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF SUCH INVESTOR TO ACQUIRE THE SECURITIES.
2.7
NON-AFFILIATE STATUS; COMMON STOCK
OWNERSHIP.
SUCH INVESTOR IS NOT AN AFFILIATE OF THE COMPANY OR OF ANY OTHER
INVESTOR AND IS NOT ACTING IN ASSOCIATION OR CONCERT WITH ANY OTHER PERSON IN
REGARD TO ITS PURCHASE OF THE SECURITIES OR OTHERWISE IN RESPECT OF THE
COMPANY.
SUCH INVESTOR'S INVESTMENT IN THE SECURITIES IS NOT FOR THE PURPOSE OF
ACQUIRING, DIRECTLY OR INDIRECTLY, CONTROL OF, AND IT HAS NO INTENT TO ACQUIRE
OR EXERCISE CONTROL OF, THE COMPANY OR TO INFLUENCE THE DECISIONS OR POLICIES OF
THE BOARD OF DIRECTORS.
2.8
FEES.
SUCH INVESTOR IS NOT OBLIGATED TO PAY
ANY COMPENSATION OR OTHER FEE, COST OR RELATED EXPENDITURE TO ANY UNDERWRITER,
BROKER, AGENT OR OTHER REPRESENTATIVE IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY.
2.9
NO CONFLICTS.
THE EXECUTION AND PERFORMANCE
OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO WHICH IT IS A PARTY DO
NOT CONFLICT IN ANY MATERIAL RESPECT WITH ANY AGREEMENT TO WHICH SUCH INVESTOR
IS A PARTY OR IS BOUND THEREBY, ANY COURT ORDER OR JUDGMENT APPLICABLE TO SUCH
INVESTOR, OR THE CONSTITUENT DOCUMENTS OF SUCH INVESTOR.
2.10
NO GOVERNMENTAL REVIEW.
SUCH INVESTOR
UNDERSTANDS THAT NO U.S. FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENTAL
AUTHORITY HAS PASSED ON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE
SECURITIES OR THE FAIRNESS OR SUITABILITY OF THE INVESTMENT IN THE SECURITIES
NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF
THE SECURITIES.
2.11
NO GENERAL SOLICITATION.
INVESTOR IS NOT
PURCHASING THE SECURITIES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR
OTHER COMMUNICATION PUBLISHED IN A NEWSPAPER OR MAGAZINE OR SIMILAR MEDIA OR
BROADCAST OVER TELEVISION OR RADIO, WHETHER CLOSED CIRCUIT, OR GENERALLY
AVAILABLE, OR ANY SEMINAR, MEETING OR OTHER CONFERENCE WHOSE ATTENDEES WERE
INVITED BY ANY GENERAL SOLICITATION OR GENERAL ADVERTISING.
2.12
SHORT SALES.
BETWEEN THE TIME INVESTOR LEARNED
OF THE OFFERING, AND THE PUBLIC ANNOUNCEMENT OF THE OFFERING, INVESTOR HAS NOT
AND WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL, PLEDGE, TRANSFER OR OTHERWISE
DISPOSE OF (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR OTHERWISE ACQUIRE OR TAKE
A PLEDGE OF) ANY OF THE SECURITIES, NOR WILL INVESTOR ENGAGE IN ANY SHORT SALE
THAT
8
results in a disposition of the Securities (including the Warrant Shares) by
Investor, except in compliance with the Securities Act and the rules and
regulations thereunder and any applicable state securities laws.
2.13
RELIANCE ON INFORMATION.
INVESTOR HAS, IN
CONNECTION WITH INVESTOR'S DECISION TO PURCHASE SECURITIES, NOT RELIED UPON ANY
REPRESENTATIONS OR OTHER INFORMATION (WHETHER ORAL OR WRITTEN) OTHER THAN AS SET
FORTH IN THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED HEREIN AND
THE SEC DOCUMENTS, AND INVESTOR HAS, WITH RESPECT TO ALL MATTERS RELATING TO
THIS AGREEMENT AND THE OFFER AND SALE OF SECURITIES, RELIED SOLELY UPON THE
ADVICE OF SUCH INVESTOR'S OWN COUNSEL AND HAS NOT RELIED UPON OR CONSULTED
COUNSEL OF THE COMPANY.
2.14
ACKNOWLEDGEMENTS REGARDING PLACEMENT AGENT.
INVESTOR