OF, OR MAKE ANY FILING OR REGISTRATION WITH, ANY COURT,
GOVERNMENTAL AGENCY OR ANY REGULATORY OR SELF-REGULATORY AGENCY OR ANY OTHER
PERSON IN ORDER FOR IT TO EXECUTE, DELIVER OR PERFORM ANY OF ITS OBLIGATIONS
UNDER OR CONTEMPLATED BY THE TRANSACTION DOCUMENTS, IN EACH CASE IN ACCORDANCE
WITH THE TERMS HEREOF 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 CLOSING
DATE AND THE COMPANY AND ITS SUBSIDIARIES ARE UNAWARE OF ANY FACTS OR
CIRCUMSTANCES THAT COULD REASONABLY BE EXPECTED TO PREVENT THE COMPANY FROM
OBTAINING OR EFFECTING ANY OF THE REGISTRATION, APPLICATION OR FILINGS PURSUANT
TO THE PRECEDING SENTENCE, EXCEPT FOR (I) THE FILING WITH THE SEC OF ONE OR MORE
REGISTRATION STATEMENTS IN ACCORDANCE WITH THE REQUIREMENTS OF THE REGISTRATION
RIGHTS AGREEMENT, (II) THE FILING OF A NOTICE OF SALE OF SECURITIES ON FORM D
WITH THE SEC UNDER REGULATION D AND ANY RELATED STATE SECURITIES FILINGS, AND
(III) THE 8-K FILING PURSUANT TO SECTION 4(I).
THE COMPANY IS NOT IN VIOLATION
OF THE LISTING REQUIREMENTS OF THE PRINCIPAL MARKET AND HAS NO KNOWLEDGE OF ANY
FACTS THAT COULD REASONABLY BE EXPECTED TO LEAD TO DELISTING OR SUSPENSION OF
THE COMMON STOCK IN THE FORESEEABLE FUTURE.
THE ISSUANCE BY THE COMPANY OF THE
SECURITIES SHALL NOT HAVE THE EFFECT OF DELISTING OR SUSPENDING THE COMMON STOCK
FROM THE PRINCIPAL MARKET.
(F)
ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE OF SECURITIES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT EACH BUYER IS ACTING INDIVIDUALLY AND
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 NO BUYER IS (I) AN OFFICER OR DIRECTOR OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES, (II) TO THE KNOWLEDGE OF THE COMPANY, 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 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
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 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 SUBSIDIARIES OR AFFILIATES, NOR ANY PERSON ACTING ON ITS
OR THEIR BEHALF,