REGISTRATION STATEMENT OR OTHERWISE
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT); (III) THE
INVESTOR 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 EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS AND THE RESPECTIVE RULES AND
REGULATIONS PROMULGATED THEREUNDER; (IV) THE INVESTOR HAS ANSWERED ALL QUESTIONS
IN PARAGRAPH 4 OF THE SECURITIES PURCHASE AGREEMENT TO WHICH THIS ANNEX I IS
ATTACHED AND THE INVESTOR QUESTIONNAIRE ATTACHED HERETO AS EXHIBIT B FOR USE IN
PREPARATION OF THE REGISTRATION STATEMENT AND THE ANSWERS THERETO ARE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF THE DATE HEREOF AND WILL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS AS OF THE CLOSING DATE; (V) THE INVESTOR WILL
NOTIFY THE COMPANY PROMPTLY OF ANY CHANGE IN ANY OF SUCH INFORMATION UNTIL SUCH
TIME AS THE INVESTOR HAS SOLD ALL OF ITS SECURITIES OR UNTIL THE COMPANY IS NO
LONGER REQUIRED TO KEEP THE REGISTRATION STATEMENT EFFECTIVE WITH RESPECT TO THE
SUCH INVESTOR'S REGISTRABLE SECURITIES; AND (VI) THE INVESTOR HAS, IN CONNECTION
WITH ITS DECISION TO PURCHASE THE NUMBER OF SECURITIES SET FORTH IN PARAGRAPH 3
OF THE SECURITIES PURCHASE AGREEMENT, RELIED ONLY UPON THE REPRESENTATIONS AND
WARRANTIES OF THE COMPANY CONTAINED HEREIN AND THE INFORMATION CONTAINED IN THE
SEC REPORTS.
THE INVESTOR UNDERSTANDS THAT THE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR REGISTERED OR QUALIFIED UNDER ANY STATE
SECURITIES LAW, AND THAT THE SECURITIES ARE BEING ISSUED IN RELIANCE ON SPECIFIC
EXEMPTIONS THEREFROM, WHICH EXEMPTIONS MAY DEPEND UPON, AMONG OTHER THINGS, THE
REPRESENTATIONS MADE BY THE INVESTOR IN THIS AGREEMENT.
NO PERSON IS AUTHORIZED
TO PROVIDE ANY REPRESENTATION THAT IS INCONSISTENT OR IN ADDITION TO THOSE
CONTAINED HEREIN OR IN THE SEC REPORTS, AND THE INVESTOR ACKNOWLEDGES THAT IT
HAS NOT RECEIVED OR RELIED ON ANY SUCH REPRESENTATIONS.
4.2
TRANSFER OF SECURITIES.
THE INVESTOR AGREES
THAT IT WILL NOT MAKE ANY SALE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES
(A "DISPOSITION") OTHER THAN DISPOSITIONS OF REGISTRABLE SECURITIES (AS DEFINED
IN SECTION 6.1(A)) THAT ARE MADE BY THE INVESTORS PURSUANT TO
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THE REGISTRATION STATEMENT OR DISPOSITIONS BY THE INVESTOR THAT ARE EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND, IF MADE PURSUANT TO THE REGISTRATION
STATEMENT BY THE INVESTOR, WITHOUT COMPLYING WITH ANY APPLICABLE PROSPECTUS
DELIVERY REQUIREMENTS.
4.3
POWER AND AUTHORITY.
THE INVESTOR REPRESENTS
AND WARRANTS TO THE COMPANY THAT (I) THE INVESTOR HAS THE RIGHT, POWER,
AUTHORITY AND CAPACITY TO ENTER INTO THE TRANSACTION DOCUMENTS AND TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED THEREBY AND HAS TAKEN ALL NECESSARY ACTION TO
AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION DOCUMENTS,
(II) THE TRANSACTION DOCUMENTS HAVE BEEN VALIDLY EXECUTED AND DELIVERED BY THE
INVESTOR, AND (III) THE TRANSACTION DOCUMENTS CONSTITUTE VALID AND BINDING
OBLIGATIONS OF THE INVESTOR ENFORCEABLE AGAINST THE INVESTOR IN ACCORDANCE WITH
THEIR TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED