TO THE COMPANY, IN CARE OF THE PLACEMENT AGENT, OF SUCH PURCHASER'S
SIGNED COUNTERPART SIGNATURE PAGE TO THIS AGREEMENT UNLESS AND UNTIL THE COMPANY
OR THE PLACEMENT AGENT SHALL REJECT THE SUBSCRIPTION BEING MADE HEREBY BY SUCH
PURCHASER.
(8)
EACH PURCHASER AGREES THAT EACH OF THE
COMPANY AND THE PLACEMENT AGENT MAY REDUCE SUCH PURCHASER'S SUBSCRIPTION WITH
RESPECT TO THE NUMBER OF SHARES AND WARRANTS TO BE PURCHASED WITHOUT ANY PRIOR
NOTICE OR FURTHER CONSENT BY SUCH PURCHASER.
IF SUCH A REDUCTION OCCURS, THE
PART OF THE SUBSCRIPTION AMOUNT ATTRIBUTABLE TO THE REDUCTION SHALL BE PROMPTLY
RETURNED, WITHOUT INTEREST OR DEDUCTION.
2
(9)
EACH PURCHASER ACKNOWLEDGES AND AGREES THAT
THE PURCHASE OF SHARES AND WARRANTS BY SUCH PURCHASER PURSUANT TO THE OFFERING
IS SUBJECT TO ALL THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AS WELL
AS IN THE MEMORANDUM (AS DEFINED BELOW).
B.
REPRESENTATIONS AND WARRANTIES OF THE
PURCHASER
Each of the Purchasers, severally and not jointly, hereby represents and
warrants to the Company and the Placement Agent, and agrees with the Company as
follows:
(1)
THE PURCHASER HAS BEEN FURNISHED WITH AND
HAS CAREFULLY READ THE COMPANY'S CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM DATED
MARCH 21, 2005, AS SUPPLEMENTED OR AMENDED (TOGETHER WITH ALL DOCUMENTS AND
FILINGS ATTACHED THERETO OR INCORPORATED THEREIN BY REFERENCE, THE
"MEMORANDUM"), THIS AGREEMENT AND THE FORM OF WARRANT ATTACHED HERETO AS
EXHIBIT B (COLLECTIVELY THE "OFFERING DOCUMENTS"), AND IS FAMILIAR WITH AND
UNDERSTANDS THE TERMS OF THE OFFERING.
SPECIFICALLY, AND WITHOUT LIMITING IN
ANY WAY THE FOREGOING REPRESENTATION, THE PURCHASER HAS CAREFULLY READ AND
CONSIDERED (I) THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED JUNE 30, 2004 (THE "2004 FORM 10-KSB"), (II) THE COMPANY'S QUARTERLY
REPORTS ON FORM 10-QSB FOR EACH OF THE PERIODS ENDED SEPTEMBER 30, 2004 AND
DECEMBER 31, 2004, (III) THE COMPANY'S DEFINITIVE PROXY STATEMENT DATED
NOVEMBER 5, 2004 ON SCHEDULE 14A RELATING TO ITS 2004 ANNUAL MEETING OF
SHAREHOLDERS AND (IV) THE SECTION OF THE MEMORANDUM ENTITLED "RISK FACTORS," AND
FULLY UNDERSTANDS ALL OF THE RISKS RELATED TO THE PURCHASE OF THE SECURITIES.
THE PURCHASER HAS CAREFULLY CONSIDERED AND HAS DISCUSSED WITH THE PURCHASER'S
PROFESSIONAL LEGAL, TAX, ACCOUNTING AND FINANCIAL ADVISORS, TO THE EXTENT THE
PURCHASER HAS DEEMED NECESSARY, THE SUITABILITY OF AN INVESTMENT IN THE
SECURITIES FOR THE PURCHASER'S PARTICULAR TAX AND FINANCIAL SITUATION AND HAS
DETERMINED THAT THE SECURITIES BEING SUBSCRIBED FOR BY THE PURCHASER ARE A
SUITABLE INVESTMENT FOR THE PURCHASER.
THE PURCHASER RECOGNIZES THAT AN
INVESTMENT IN THE SECURITIES INVOLVES SUBSTANTIAL RISKS, INCLUDING THE POSSIBLE
LOSS OF THE ENTIRE AMOUNT OF SUCH INVESTMENT.
(2)
THE PURCHASER ACKNOWLEDGES THAT (I) THE
PURCHASER HAS HAD THE OPPORTUNITY TO REQUEST COPIES OF ANY DOCUMENTS, RECORDS,
AND BOOKS PERTAINING TO THIS INVESTMENT AND (II) ANY SUCH REQUESTED DOCUMENTS,
RECORDS AND BOOKS HAVE BEEN MADE AVAILABLE FOR INSPECTION BY THE PURCHASER AND
THE PURCHASER'S ATTORNEY, ACCOUNTANT OR OTHER ADVISOR(S).
(3)
THE PURCHASER AND THE PURCHASER'S
ADVISOR(S) HAVE HAD A REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND