OF OPERATIONS, BUSINESS, PROPERTIES, MANAGEMENT AND PROSPECTS SUFFICIENT TO
ENABLE IT TO EVALUATE ITS INVESTMENT; AND (III) THE OPPORTUNITY TO OBTAIN SUCH
ADDITIONAL INFORMATION THAT THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT
UNREASONABLE EFFORT OR EXPENSE THAT IS NECESSARY TO MAKE AN INFORMED INVESTMENT
DECISION WITH RESPECT TO THE INVESTMENT.
NEITHER SUCH INQUIRIES NOR ANY OTHER
INVESTIGATION CONDUCTED BY OR ON BEHALF OF CIMSA OR ITS REPRESENTATIVES OR
COUNSEL SHALL MODIFY, AMEND OR AFFECT CIMSA'S RIGHT TO RELY ON THE TRUTH,
ACCURACY AND COMPLETENESS OF THE DISCLOSURE MATERIALS AND THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE TRANSACTION DOCUMENTS.
CIMSA
ACKNOWLEDGES THAT IT HAS BEEN AFFORDED FULL AND COMPLETE ACCESS TO COPIES OF THE
SEC REPORTS.
3.6
NO GOVERNMENTAL REVIEW.
CIMSA UNDERSTANDS
THAT NO UNITED STATES FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR
GOVERNMENTAL AGENCY HAS PASSED ON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF
THE PURCHASED SECURITIES OR
14
THE FAIRNESS OR SUITABILITY OF THE INVESTMENT IN THE PURCHASED SECURITIES NOR
HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE
PURCHASED SECURITIES.
3.7
NO CONFLICTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY CIMSA OF THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO
WHICH CIMAS IS A PARTY AND THE CONSUMMATION BY CIMSA OF THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY WILL NOT (I) RESULT IN A VIOLATION OF THE
ORGANIZATIONAL DOCUMENTS OF CIMSA OR (II) CONFLICT WITH, OR CONSTITUTE A DEFAULT
(OR AN EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT)
UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR
CANCELLATION OF, ANY AGREEMENT, INDENTURE OR INSTRUMENT TO WHICH CIMSA IS A
PARTY, OR (III) RESULT IN A VIOLATION OF ANY LAW, RULE, REGULATION, ORDER,
JUDGMENT OR DECREE (INCLUDING FEDERAL AND STATE SECURITIES LAWS) APPLICABLE TO
CIMSA, EXCEPT IN THE CASE OF CLAUSES (II) AND (III) ABOVE, FOR SUCH THAT ARE NOT
MATERIAL AND DO NOT OTHERWISE AFFECT THE ABILITY OF CIMSA TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY OR PERFORM ITS OBLIGATIONS UNDER THE SUBSEQUENT
DOCUMENTS.
3.8
RESTRICTED
SECURITIES.
CIMSA UNDERSTANDS THAT THE PURCHASED
SECURITIES ARE CHARACTERIZED AS "RESTRICTED SECURITIES" UNDER THE U.S. FEDERAL
SECURITIES LAWS INASMUCH AS THEY ARE BEING ACQUIRED FROM THE COMPANY IN A
TRANSACTION NOT INVOLVING A PUBLIC OFFERING AND THAT UNDER SUCH LAWS AND
APPLICABLE REGULATIONS SUCH SECURITIES MAY BE RESOLD WITHOUT REGISTRATION UNDER
THE SECURITIES ACT ONLY IN CERTAIN LIMITED CIRCUMSTANCES
3.9
FINDERS' FEES. THERE IS NO INVESTMENT
BANKER, BROKER, FINDER OR OTHER INTERMEDIARY WHICH HAS BEEN RETAINED BY OR IS
AUTHORIZED TO ACT ON BEHALF OF CIMSA WHO MIGHT BE ENTITLED TO ANY FEE OR
COMMISSION FROM THE COMPANY OR CIMSA UPON CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS.
3.10
LEGENDS. IT IS UNDERSTOOD THAT THE CERTIFICATES
EVIDENCING THE COMMON SHARES AND THE WARRANT WILL BEAR THE FOLLOWING LEGENDS:
(A)
THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR APPLICABLE STATE