SUCH REGISTRATION, (III) THE NOTES AND WARRANTS AND THE WARRANT SHARES WILL BEAR
A LEGEND TO SUCH EFFECT AND (IV) THE COMPANY WILL MAKE A NOTATION ON ITS
TRANSFER BOOKS TO SUCH EFFECT;
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(F)
IN THE CASE OF [
]., ALL LIMITED PARTNERSHIP ACTION
ON THE PART OF SUCH PURCHASER AND ITS PARTNERS NECESSARY FOR THE PERFORMANCE OF
SUCH PURCHASER'S OBLIGATIONS UNDER THIS AGREEMENT, THE SECURITY AND PLEDGE
AGREEMENT AND SUCH PURCHASER'S WARRANT, AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY, WILL BE TAKEN PRIOR TO THE CLOSING.
THIS AGREEMENT, THE SECURITY
AND PLEDGE AGREEMENT AND THE WARRANT, ARE VALID, BINDING AND ENFORCEABLE
OBLIGATIONS OF PURCHASER, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR SIMILAR LAWS RELATING TO OR AFFECTING THE ENFORCEMENT OF
CREDITOR'S RIGHTS AND TO THE AVAILABILITY OF THE REMEDY OF SPECIFIC
PERFORMANCE.
THE PURCHASER HAS ALL REQUISITE LEGAL AND LIMITED PARTNERSHIP
POWER TO EXECUTE AND DELIVER THIS AGREEMENT, THE SECURITY AND PLEDGE AGREEMENT
AND THE PURCHASER'S WARRANT;
(G)
IT UNDERSTANDS THAT THE NOTES AND WARRANTS AND WARRANT SHARES ARE
BEING OFFERED AND, IN THE CASE OF THE NOTES AND WARRANT SHARES, SOLD, TO
PURCHASER IN RELIANCE UPON SPECIFIC EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND THAT THE
COMPANY IS RELYING UPON THE TRUTH AND ACCURACY OF, AND PURCHASER'S COMPLIANCE
WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND
UNDERSTANDINGS OF PURCHASER SET FORTH HEREIN IN ORDER TO DETERMINE THE
AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF PURCHASER TO ACQUIRE THE
NOTES AND WARRANTS AND WARRANT SHARES;
(H)
THE COMPANY OR ITS COUNSEL HAVE MADE AVAILABLE ALL MATERIALS
RELATING TO THE BUSINESS, FINANCES AND OPERATIONS OF THE COMPANY AND MATERIALS
RELATING TO THE OFFER AND SALE OF THE NOTES AND WARRANTS AND WARRANT SHARES
WHICH HAVE BEEN SPECIFICALLY REQUESTED BY SUCH PURCHASER.
EACH PURCHASER HAS
BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY, WAS PERMITTED TO
MEET WITH THE COMPANY'S OFFICERS AND HAS RECEIVED WHAT SUCH PURCHASER BELIEVES
TO BE COMPLETE AND SATISFACTORY ANSWERS TO ANY SUCH INQUIRIES.
NEITHER SUCH
INQUIRIES NOR ANY OTHER DUE DILIGENCE INVESTIGATION CONDUCTED BY THE PURCHASERS
OR ANY OF THEIR RESPECTIVE REPRESENTATIONS SHALL MODIFY, AMEND OR AFFECT SUCH
PURCHASER'S RIGHT TO RELY ON THE COMPANY'S REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN.
EACH PURCHASER UNDERSTANDS THAT SUCH PURCHASER'S INVESTMENT
IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK, INCLUDING WITHOUT LIMITATION
THE RISKS AND UNCERTAINTIES DISCLOSED IN THE
SEC DOCUMENTS.
EACH PURCHASER
ACKNOWLEDGES IT HAS REVIEWED THE DISCLOSURES PRESENTED UNDER THE CAPTION "RISK
FACTORS" IN THE COMPANY'S FORM 10-QS AND FORM 10-KS;
(I)
IT UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE AGENCY OR
ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY HAS PASSED UPON OR MADE ANY
RECOMMENDATION OR ENDORSEMENT OF THE NOTES AND WARRANTS AND WARRANT SHARES; AND
(J)
IT IS A RESIDENT OF THE JURISDICTION SET FORTH UNDER PURCHASER'S
NAME ON SCHEDULE I HERETO.
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ARTICLE IV
CONDITIONS TO THE OBLIGATIONS OF THE PURCHASERS
The obligation of each Purchaser to purchase and pay for the