restrictive legend from certificates representing
Securities as set forth in this Section 3(g) is predicated upon the Company's
reliance that the Buyer will sell any Securities pursuant to either the
registration requirements of the Securities Act, including any applicable
prospectus delivery requirements, or an exemption therefrom, and that if
Securities are sold pursuant to a Registration Statement, they will be sold in
compliance with the plan of distribution set forth therein.
(H)
AUTHORIZATION, ENFORCEMENT.
THIS AGREEMENT HAS BEEN DULY AND
VALIDLY AUTHORIZED, EXECUTED AND DELIVERED ON BEHALF OF SUCH BUYER AND IS A
VALID AND BINDING AGREEMENT OF SUCH BUYER ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY GENERAL PRINCIPLES OF
EQUITY OR APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, LIQUIDATION AND OTHER SIMILAR LAWS RELATING TO, OR
AFFECTING GENERALLY, THE ENFORCEMENT OF APPLICABLE CREDITORS' RIGHTS AND
REMEDIES.
(I)
RECEIPT OF DOCUMENTS.
EACH BUYER AND HIS OR ITS COUNSEL HAS
RECEIVED AND READ IN THEIR ENTIRETY:
(I) THIS AGREEMENT AND EACH
REPRESENTATION, WARRANTY AND COVENANT SET FORTH HEREIN AND THE TRANSACTION
DOCUMENTS (AS DEFINED HEREIN); (II) ALL DUE DILIGENCE AND OTHER INFORMATION
NECESSARY TO VERIFY THE ACCURACY AND COMPLETENESS OF SUCH REPRESENTATIONS,
WARRANTIES AND COVENANTS; (III) THE COMPANY'S FORM 10-K FOR THE FISCAL YEAR
ENDED APRIL 30, 2007; (IV) THE COMPANY'S FORMS 10-Q FOR THE FISCAL QUARTERS
ENDED JULY 31, 2007, OCTOBER 31, 2007 AND JANUARY 31, 2008 AND (V) ANSWERS TO
ALL QUESTIONS EACH BUYER SUBMITTED TO THE COMPANY REGARDING AN INVESTMENT IN THE
COMPANY; AND EACH BUYER HAS RELIED ON THE INFORMATION CONTAINED THEREIN AND HAS
NOT BEEN FURNISHED ANY OTHER DOCUMENTS, LITERATURE, MEMORANDUM OR PROSPECTUS.
(J)
DUE FORMATION OF CORPORATE AND OTHER BUYERS.
IF THE BUYER(S) IS
A CORPORATION, TRUST, PARTNERSHIP OR OTHER ENTITY THAT IS NOT AN INDIVIDUAL
PERSON, IT HAS BEEN FORMED AND VALIDLY EXISTS AND HAS NOT BEEN ORGANIZED FOR THE
SPECIFIC PURPOSE OF PURCHASING THE SECURITIES AND IS NOT PROHIBITED FROM DOING
SO.
(K)
NO LEGAL ADVICE FROM THE COMPANY.
EACH BUYER ACKNOWLEDGES, THAT
IT HAD THE OPPORTUNITY TO REVIEW THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT WITH HIS OR ITS OWN LEGAL COUNSEL AND INVESTMENT
AND TAX ADVISORS.
EACH BUYER IS RELYING SOLELY ON SUCH COUNSEL AND ADVISORS AND
NOT ON ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS
REPRESENTATIVES OR AGENTS FOR LEGAL, TAX OR INVESTMENT ADVICE WITH RESPECT TO
THIS INVESTMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE
SECURITIES LAWS OF ANY JURISDICTION.
(L)
YA GLOBAL, A BUYER HEREUNDER AND THE HOLDER OF DEBENTURES CCP-3,
CCP-4, CCP-5 AND CCP-2007-1 AND CERTAIN WARRANTS ISSUED IN CONNECTION THEREWITH,
HEREBY CONSENTS TO THE TRANSACTIONS CONTEMPLATED HEREBY AND REPRESENTS AND
WARRANTS THAT TO THE BEST OF ITS KNOWLEDGE, THE COMPLETION OF THE TRANSACTIONS
HEREBY WILL NOT VIOLATE, CONSTITUTE A DEFAULT UNDER, OR CONSTITUTE AN EVENT THAT
MAY CREATE A DEFAULT UNDER ANY OF SUCH INSTRUMENTS, OR CREATE AN EVENT THAT WILL
RESULT IN A DILUTION ADJUSTMENT TO ANY OF SUCH INSTRUMENTS EXCEPT AS