Common use of Certain Securities Matters Clause in Contracts

Certain Securities Matters. (a) It has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (b) It has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management; (c) The Convertible Notes and the Warrants being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, except in accordance with the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws; (d) It understands that (i) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and the Company's reliance on such exemption is predicated upon the Purchaser's representations set forth in this Article III, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (e) If it sells any Convertible Notes or Warrant Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale; (f) It acknowledges and agrees that it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs of the Company and to obtain any additional information from the Company that was necessary for it to evaluate the risks and merits of an investment in the Company, provided, that such investigation shall not impair Purchaser's ability to rely on the Company's representations and warranties contained in this Agreement. (g) It acknowledges and agrees that the stock certificate representing the Convertible Notes, the Conversion Shares and the Warrant Shares shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and neither the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed of in the absence of such registration or an exemption from registration under such Act and the rules and regulations thereunder and in the absence of registration or an exemption from registration under any applicable state securities laws.

Certain Securities Matters. Each of the Loan Parties acknowledges and agrees that none of the Secured Parties or holders of the Securities has been asked to agree, nor has any Secured Party agreed, to desist from purchasing or selling, long and/or short, Stock or other securities of the Borrower, or “derivative” securities or Stock based on Stock or other securities issued by the Borrower or to hold the Securities for any specified term; and no Secured Party nor holder of Securities shall be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction. Each of the Loan Parties further acknowledges and agrees that (a) It has sufficient knowledge and experience one or more Secured Parties or holders of Securities may engage in investing in companies similar to hedging and/or trading activities at various times during the Company in terms of period that the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; Securities are outstanding, (b) It has had an opportunity to discuss such hedging and/or trading activities, if any, can reduce the Company's businessvalue of the Common Shares or other Stock held by the existing holders of Common Shares or other Stock of the Borrower, management both at and financial affairs with after the Company's management; time the hedging and/or trading activities are being conducted; (c) The Convertible Notes and any such hedging and/or trading activities shall not constitute a breach of any Facility Document or affect any of the Warrants being purchased by it are being acquired for its own account for the purpose rights of investment and not with a view to any Secured Party or for sale in connection with holder of Securities under any distribution thereof, except in accordance with the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws; Facility Document; (d) It understands that the issuance of any Conversion Shares may result in dilution of the outstanding Common Shares, which dilution may be substantial under certain market conditions; and (ie) the Obligations, including the Borrower’s obligation to issue the Conversion Shares upon conversion of the Convertible Notes, the Warrantsare unconditional and absolute and not subject to any right of set off, the Warrant Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements counterclaim, delay or reduction, regardless of the Securities Act and the Company's reliance on effect of any such exemption is predicated upon the Purchaser's representations set forth in this Article III, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws dilution or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (e) If it sells any Convertible Notes or Warrant Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf claim any Loan Party may have against any of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer Secured Parties and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale; (f) It acknowledges and agrees that it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs regardless of the Company and to obtain any additional information from the Company that was necessary for it to evaluate the risks and merits of an investment in the Company, provided, dilutive effect that such investigation shall not impair Purchaser's ability to rely issuance may have on the Company's representations and warranties contained in this Agreementownership of the other shareholders of the Borrower. (g) It acknowledges and agrees that the stock certificate representing the Convertible Notes, the Conversion Shares and the Warrant Shares shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and neither the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed of in the absence of such registration or an exemption from registration under such Act and the rules and regulations thereunder and in the absence of registration or an exemption from registration under any applicable state securities laws.

Certain Securities Matters. (a) It Each Investor acknowledges that the shares of QFC Common Stock to be received pursuant to the Merger Agreement have not been registered under the Securities Act and have not been registered or qualified under the securities laws of any state of the United States, and that such shares must be held indefinitely unless subsequently registered under the Securities Act and the applicable state securities laws or unless an exemption from such registration is available. (b) Each Investor acknowledges and agrees that the certificates representing such shares will bear the following legend: "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES UNDER ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE CORPORATION, TO BE EVIDENCED BY AN OPINION OF SHAREHOLDER'S COUNSEL, IN FORM ACCEPTABLE TO THE CORPORATION, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT." (c) Each Investor represents and warrants to the Company that: (i) such Investor is acquiring such shares for investment for his, her or its own account, not as a nominee or agent for or for the account of any other person, and not with the view to, or for resale in connection with, any distribution thereof; (ii) such Investor has sufficient knowledge and experience in evaluating and investing in private transactions of securities in companies similar to the Company in terms so that such Investor is capable of evaluating the Company's stage of development so as to be able to evaluate the merits and risks and merits of its investment in the Company and it is able financially has the capacity to bear the risks thereof; protect his, her or its own interests and (biii) It such Investor has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management; (c) The Convertible Notes management and the Warrants being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, except in accordance with the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws; (d) It understands that (i) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and the Company's reliance on such exemption is predicated upon the Purchaser's representations set forth in this Article III, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (e) If it sells any Convertible Notes or Warrant Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale; (f) It acknowledges and agrees that it has also had reasonable time and an opportunity to ask questions and receive answers concerning the business and affairs of the Company and to obtain any additional information from the Company that was necessary for it to evaluate the risks and merits of an investment in the Company, provided, that such investigation shall not impair Purchaser's ability to rely on the Company's representations and warranties contained in this Agreementofficers. (g) It acknowledges and agrees that the stock certificate representing the Convertible Notes, the Conversion Shares and the Warrant Shares shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and neither the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed of in the absence of such registration or an exemption from registration under such Act and the rules and regulations thereunder and in the absence of registration or an exemption from registration under any applicable state securities laws.

Certain Securities Matters. Each of the Loan Parties acknowledges and agrees that none of the Secured Parties or holders of the Securities has been asked to agree, nor has any Secured Party agreed, to desist from purchasing or selling, long and/or short, Stock or other securities of the Borrower, or “derivative” securities or Stock based on Stock or other securities issued by the Borrower or to hold the Securities for any specified term; and no Secured Party nor holder of Securities shall be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction. Each of the Loan Parties further acknowledges and agrees that (a) It has sufficient knowledge and experience one or more Secured Parties or holders of Securities may engage in investing in companies similar to hedging and/or trading activities at various times during the Company in terms of period that the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; Securities are outstanding, (b) It has had an opportunity to discuss such hedging and/or trading activities, if any, can reduce the Company's businessvalue of the Common Stock or other Stock held by the existing holders of Common Stock or other Stock of the Borrower, management both at and financial affairs with after the Company's management; time the hedging and/or trading activities are being conducted; (c) The Convertible Notes and any such hedging and/or trading activities shall not constitute a breach of any Facility Document or affect any of the Warrants being purchased by it are being acquired for its own account for the purpose rights of investment and not with a view to any Secured Party or for sale in connection with holder of Securities under any distribution thereof, except in accordance with the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws; Facility Document; (d) It understands that the issuance of any Warrant Shares or any Conversion Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions; and (ie) the Convertible NotesObligations, including the Warrants, Borrower’s obligation to issue the Warrant Shares upon exercise of the Warrants and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements upon conversion of the Securities Act and the Company's reliance on such exemption is predicated upon the Purchaser's representations set forth in this Article III, (ii) the Convertible Notes, the Warrantsare unconditional and absolute and not subject to any right of set off, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws counterclaim, delay or unless such disposition is exempt from such registrationreduction, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (e) If it sells any Convertible Notes or Warrant Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf regardless of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising effect of any such purchaser that Rule 144A is being relied upon with respect to such resale; (f) It acknowledges and agrees that it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs dilution or any claim any Loan Party may have against any of the Company Secured Parties and to obtain any additional information from regardless of the Company that was necessary for it to evaluate the risks and merits of an investment in the Company, provided, dilutive effect that such investigation shall not impair Purchaser's ability to rely issuance may have on the Company's representations and warranties contained in this Agreement. (g) It acknowledges and agrees that ownership of the stock certificate representing other stockholders of the Convertible Notes, the Conversion Shares and the Warrant Shares shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and neither the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed of in the absence of such registration or an exemption from registration under such Act and the rules and regulations thereunder and in the absence of registration or an exemption from registration under any applicable state securities laws.Borrower. Section 9.25

Certain Securities Matters. (a) It has sufficient knowledge and experience in investing in companies similar to the Company in terms of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (b) It has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management; (c) The Convertible Notes and the Warrants Purchased Common Shares being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, except in accordance with the Securities Act of 1933, as amended (the "SECURITIES ACT") and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws; (d) It understands that (i) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Purchased Common Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and the Company's reliance on such exemption is predicated upon the Purchaser's representations set forth in this Article III, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Purchased Common Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Purchased Common Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (e) If it sells any Convertible Notes or Warrant Purchased Common Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale; (f) It acknowledges and agrees that (i) a reasonable time prior to the date hereof it received from the Company, and carefully reviewed, certain materials prepared by the Company that describe the business and financial condition of the Company (the "DISCLOSURE MATERIALS"), and (ii) it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs of the Company Disclosure Materials and to obtain any additional information from the Company that was necessary for it to evaluate verify the risks and merits accuracy of an investment in the Company, provided, that such investigation shall not impair Purchaser's ability to rely on the Company's representations and warranties contained in this Agreement.Disclosure Materials; and (g) It acknowledges and agrees that the stock certificate representing the Convertible Notes, the Conversion Shares and the Warrant Purchased Common Shares shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and neither the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed of legend set forth in the absence of such registration or an exemption from registration under such Act and the rules and regulations thereunder and in the absence of registration or an exemption from registration under any applicable state securities lawsStockholders Agreement.

Certain Securities Matters. (a) It has sufficient knowledge and experience in investing in companies similar to the The Company in terms covenants that all Ordinary Shares delivered upon conversion of the Company's stage of development so as to Note, and, if applicable, all ADSs representing such Ordinary Shares (such Ordinary Shares and, if applicable, ADSs, the “Conversion Securities”), will be able to evaluate the risks fully paid and merits of its investment in non- assessable by the Company and it is able financially free from all taxes, liens and charges with respect to bear the risks issue thereof;. (b) It has had an opportunity The Company covenants that, if any of the Conversion Securities require registration with or approval of any governmental authority under any federal or state law before such Conversion Securities may be validly issued upon conversion, the Company will, to discuss the Company's businessextent then permitted by the rules and interpretations of the United States Securities Exchange Commission, management and financial affairs with secure such registration or approval, as the Company's management;case may be. (c) The Convertible Notes Company further covenants that if at any time Conversion Securities are delivered, such Ordinary Shares or ADSs are listed on the NYSE or another national securities exchange or automated quotation system the Company will use reasonable best efforts to list and 34 ny-2522610.14A keep listed, so long as the applicable Conversion Securities shall be so listed on such exchange or automated quotation system, any Conversion Securities deliverable upon conversion of the Note. (d) The Company further covenants to take all actions and obtain all approvals and registrations required with respect to the conversion of the Note into Conversion Securities and the Warrants being purchased issuance of Conversion Securities (including, if applicable, the deposit into the ADS facility, of the Ordinary Shares represented by it are being acquired for its own account such ADSs). The Company also undertakes to maintain, as long as any Note is outstanding and the public trading market for the purpose Company’s equity securities is in the form of investment ADSs, the effectiveness of a registration statement on Form F-6 relating to the ADSs and not with a view to or an adequate number of ADSs available for sale in connection with any distribution thereof, except issuance thereunder such that ADSs can be delivered in accordance with the Securities Act terms of the Note and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws; (d) It understands that (i) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements Deposit Agreement upon conversion of the Securities Act and the Company's reliance on such exemption is predicated upon the Purchaser's representations set forth Note in this Article III, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect;full into ADSs. (e) If it sells any Convertible Notes or Warrant the Ordinary Shares pursuant cease to Rule 144A promulgated be represented by ADSs issued under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale; (f) It acknowledges and agrees that it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs of the Company and to obtain any additional information from the Company that was necessary for it to evaluate the risks and merits of an investment in depositary receipt program sponsored by the Company, providedall references in this Note to the ADSs shall be deemed to have been replaced by a reference to the number of Ordinary Shares (and other property, that such investigation shall not impair Purchaser's ability to rely if any) represented by the ADSs on the Company's representations last day on which the ADSs represented the Ordinary Shares and warranties contained in this Agreement. (g) It acknowledges and agrees that as if the stock certificate representing the Convertible Notes, the Conversion Ordinary Shares and the Warrant Shares other property had been distributed to holders of the ADSs on that day. In addition, all appropriate adjustments, including adjustments to the Conversion Rate, will be made to reflect such change. In making such adjustments, where currency translations between U.S. dollars and any other currency are required, the exchange rate in effect on the date of determination will apply. The Company shall bear provide written notice to the following legend: The securities represented by this certificate have not been registered under Agent upon the Securities Act occurrence of 1933, as amended, or under any applicable state securities laws and neither the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed of in the absence of such registration or an exemption from registration under such Act and the rules and regulations thereunder and in the absence of registration or an exemption from registration under any applicable state securities lawsforegoing.

Certain Securities Matters. (ai) It Sabratek represents and warrants that (A) the Call Option and the Unitron Shares it will acquire upon exercise thereof are being acquired by Sabratek for its own account and not with a view to, or for offer or sale in connection with, any distribution thereof, and it is not participating and does not have a participation in any such distribution or the underwriting of any such distribution; (B) Sabratek has sufficient knowledge and experience in investing in companies similar financial and business matters and is fully capable of evaluating the merits and risks of purchasing the Call Option and the Unitron Shares; and (C) Sabratek has not been solicited to acquire the Company in terms Call Option or the Unitron Shares by means of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof;general advertising or general solicitation. (bii) It Sabratek has had an opportunity been furnished with information about and allowed access to discuss the CompanyUnitron's business, management books, records, files, and financial affairs with properties and has had the Companyopportunity to investigate Unitron's management;business and assets and to ask questions of and receive answers from Unitron sufficient to satisfy Sabratek that Unitron's business is reasonably as described by Unitron. (ciii) The Convertible Notes and the Warrants being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, except in accordance with the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws; (d) It Sabratek understands that (iA) the Convertible Notes, the Warrants, the Warrant Shares Call Option and the Conversion Unitron Shares have are not been registered under any applicable federal or state securities law in reliance upon certain exemptions thereunder, (B) the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act Call Option and the Company's reliance on such exemption is predicated upon the Purchaser's representations set forth in this Article IIIUnitron Shares may not be sold, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered transferred or otherwise disposed of without registration under the Securities Act and all applicable state securities and "blue sky" laws or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (e) If it sells any Convertible Notes or Warrant Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon compliance with respect to such resale; (f) It acknowledges and agrees that it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs of the Company and to obtain any additional information from the Company that was necessary for it to evaluate the risks and merits of an investment in the Company, provided, that such investigation shall not impair Purchaser's ability to rely on the Company's representations and warranties contained in this Agreement. (g) It acknowledges and agrees that the stock certificate representing the Convertible Notes, the Conversion Shares and the Warrant Shares shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and neither or the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed availability of in the absence of such registration or an exemption from registration under such Act therefrom; and the rules and regulations thereunder and (C) in the absence of registration under the Securities Act and compliance with applicable state securities laws or an exemption therefrom, the Unitron Shares must be held indefinitely. Sabratek acknowledges that the reliance of the Unitron Shareholders upon such exemption from registration under is predicated upon the foregoing representations. (iv) Sabratek has filed all reports and statements, together with any applicable amendments required to be made with respect thereto, that it was required to file with the SEC, any state securities lawsauthorities, and the Sabratek Principal Market. As of their respective dates, each of such reports and documents, as amended, including the financial statements, exhibits and schedules thereto, complied in all material respects with the relevant statutes, rules and regulations enforced or promulgated by the regulatory authority with which they were filed, and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Certain Securities Matters. Each of the Target Stockholders hereby represents and warrants to the Parent as follows: (ai) It Except for the Target Stockholders registration rights and resale rights as set forth in Section 5(q) and the right of the Target Stockholder to exercise such rights to their fullest extent, the Target Stockholder (A) is acquiring the Parent Shares for the Target Stockholder's own account and not with a view to, or for offer or sale in connection with, any distribution thereof, and the Target Stockholder is not participating and does not have a participation in any such distribution or the underwriting of any such distribution; (B) the Target Stockholder has sufficient knowledge and experience in investing in companies similar financial and business matters and is fully capable of evaluating the merits and risks of purchasing the Parent Shares; and (C) the Target Stockholder has not been solicited to acquire the Company in terms Parent Shares by means of the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof;general advertising or general solicitation. (bii) It The Target Stockholder has been furnished with information about and allowed access to Parent's business and has had an the opportunity to discuss investigate Parent's business and to ask questions of and receive answers from Parent sufficient to satisfy the CompanyTarget Stockholder that Parent's business, management and financial affairs with the Company's management;business is reasonably as described by Parent. (ciii) The Convertible Notes and Notwithstanding the Warrants being purchased by it are being acquired for its own account for the purpose obligations of investment and not with a view Parent after Closing to or for sale in connection with any distribution thereof, except in accordance with the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws; (d) It understands that (i) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance include in a transaction exempt from registration statement the registration requirements of Parent Shares for resale by the Securities Act and the Company's reliance on such exemption is predicated upon the Purchaser's representations Target Stockholder, as set forth in this Article IIISection 5(n)(i), the Target Stockholder understands that at Closing and until such registration statement is effective (A) the Parent Exchange Shares are not registered under any applicable federal or state securities law in reliance upon certain exemptions thereunder, (iiB) the Convertible NotesParent Exchange Shares may not be sold, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered transferred or otherwise disposed of without registration under the Securities Act and all applicable state securities and "blue sky" laws or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (e) If it sells any Convertible Notes or Warrant Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon compliance with respect to such resale; (f) It acknowledges and agrees that it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs of the Company and to obtain any additional information from the Company that was necessary for it to evaluate the risks and merits of an investment in the Company, provided, that such investigation shall not impair Purchaser's ability to rely on the Company's representations and warranties contained in this Agreement. (g) It acknowledges and agrees that the stock certificate representing the Convertible Notes, the Conversion Shares and the Warrant Shares shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and neither or the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed availability of in the absence of such registration or an exemption from registration under such Act therefrom; and the rules and regulations thereunder and (C) in the absence of registration under the Securities Act and compliance with applicable state securities laws or an exemption therefrom, the Parent Exchange Shares must be held indefinitely. The Target Stockholder acknowledges that the reliance of the Parent upon such exemption from registration under any applicable state securities lawsis predicated upon the foregoing representations.

Certain Securities Matters. Each of the Loan Parties acknowledges and agrees that none of the Lender Parties or holders of the Securities has been asked to agree, nor has any Lender Party agreed, to desist from purchasing or selling, long and/or short, Stock or other securities of the Borrower, or “derivative” securities or Stock based on Stock or other securities issued by the Borrower or to hold the Securities for any specified term; and no Lender Party nor holder of Securities shall be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction. Each of the Loan Parties further acknowledges and agrees that (a) It has sufficient knowledge and experience one or more Lender Parties or holders of Securities may engage in investing in companies similar to hedging and/or trading activities at various times during the Company in terms of period that the Company's stage of development so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; Securities are outstanding, (b) It has had an opportunity to discuss such hedging and/or trading activities, if any, can reduce the Company's businessvalue of the Common Stock or other Stock held by the existing holders of Common Stock or other Stock of the Borrower, management both at and financial affairs with after the Company's management; time the hedging and/or trading activities are being conducted; (c) The Convertible Notes and any such hedging and/or trading activities shall not constitute a breach of any Facility Document or affect any of the Warrants being purchased by it are being acquired for its own account for the purpose rights of investment and not with a view to any Lender Party or for sale in connection with holder of Securities under any distribution thereof, except in accordance with the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws; Facility Document; (d) It understands that the issuance of any Conversion Shares may result in dilution of the outstanding shares of Common Stock, which dilution may be substantial under certain market conditions; and (ie) the Obligations, including the Borrower’s obligation to issue the Conversion Shares upon conversion of the Convertible Notes, the Warrantsare unconditional and absolute and not subject to any right of set off, the Warrant Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements counterclaim, delay or reduction, regardless of the Securities Act and the Company's reliance on effect of any such exemption is predicated upon the Purchaser's representations set forth in this Article III, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws dilution or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (e) If it sells any Convertible Notes or Warrant Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf claim any Loan Party may have against any of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer Lender Parties and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale; (f) It acknowledges and agrees that it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs regardless of the Company and to obtain any additional information from the Company that was necessary for it to evaluate the risks and merits of an investment in the Company, provided, dilutive effect that such investigation shall not impair Purchaser's ability to rely issuance may have on the Company's representations and warranties contained in this Agreementownership of the other stockholders of the Borrower. (g) It acknowledges and agrees that the stock certificate representing the Convertible Notes, the Conversion Shares and the Warrant Shares shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and neither the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed of in the absence of such registration or an exemption from registration under such Act and the rules and regulations thereunder and in the absence of registration or an exemption from registration under any applicable state securities laws.

Certain Securities Matters. (ai) It Each AmerUs Broker-Dealer and AmerUs Adviser possesses all licenses and registrations necessary to conduct its business and is current in all material filings required by the SEC or any other Governmental Entity, and is and has sufficient knowledge been since December 31, 2003 in full compliance with all applicable Laws, except for any failures to possess such licenses and experience register or comply which would not, individually or in investing the aggregate, reasonably be expected to have an AmerUs Material Adverse Effect. Each AmerUs Broker-Dealer is a member in companies similar to the Company in terms good standing of the Company's stage of development so NASD and such other organizations in which its membership is required in order to conduct its business as to be able to evaluate the risks and merits of its investment now conducted, except such failures which would not, individually or in the Company and it is able financially aggregate, reasonably be expected to bear the risks thereof;have an AmerUs Material Adverse Effect. (bii) It has had an opportunity to discuss There is (A) no AmerUs Subsidiary, (B) no separate account of any AmerUs Insurer, (C) no “affiliated person” (within the Company's businessmeaning of the Investment Company Act of 1940, management and financial affairs with the Company's management; (c) The Convertible Notes and the Warrants being purchased by it are being acquired for its own account for the purpose of investment and not with a view to or for sale in connection with any distribution thereof, except in accordance with the Securities Act and the rules and regulations of the SEC promulgated thereunder and all applicable state securities (the “Investment Company Act”)) nor (D) any AmerUs Fund, AmerUs Private Fund or blue sky laws; (d) It understands any portfolio thereof that (i) is required to be registered with the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares have not been registered SEC under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act and the Company's reliance on such exemption is predicated upon the Purchaser's representations set forth in this Article III, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws or unless such disposition is exempt from such registration, Investment Company Act. (iii) No AmerUs Adviser nor, to the Convertible Notesknowledge of AmerUs, any “person associated” (within the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect; (e) If it sells any Convertible Notes or Warrant Shares pursuant to Rule 144A promulgated under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf meaning of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale; (f) It acknowledges and agrees that it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs of the Company and to obtain any additional information from the Company that was necessary for it to evaluate the risks and merits of an investment in the Company, provided, that such investigation shall not impair Purchaser's ability to rely on the Company's representations and warranties contained in this Agreement. (g) It acknowledges and agrees that the stock certificate representing the Convertible Notes, the Conversion Shares and the Warrant Shares shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Investment Advisers Act of 19331940, as amended, or under any applicable state securities laws and neither the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed of in the absence of such registration or an exemption from registration under such Act and the rules and regulations of the SEC promulgated thereunder and in (the absence “Investment Advisers Act”)) thereof, with an AmerUs Adviser is ineligible pursuant to Section 203(e) of registration the Investment Advisers Act to serve as an investment adviser or as a person associated with an exemption from registration under AmerUs Adviser to a registered investment adviser. No AmerUs Broker-Dealer nor, to the knowledge of AmerUs, any applicable state securities laws.“associated person” (within the meaning of the Exchange Act) thereof, is ineligible pursuant to Section 15(b) of the Exchange Act to serve as a broker-dealer or as an associated person to a registered broker-dealer. The following terms shall have the meanings set forth below:

Certain Securities Matters. (a) It has sufficient knowledge and experience in investing in companies similar to the The Company in terms covenants that all Ordinary Shares delivered upon conversion of the Company's stage of development so as to Note, and, if applicable, all ADSs representing such Ordinary Shares (such Ordinary Shares and, if applicable, ADSs, the “Conversion Securities”), will be able to evaluate the risks fully paid and merits of its investment in non- assessable by the Company and it is able financially free from all taxes, liens and charges with respect to bear the risks issue thereof;. (b) It has had an opportunity The Company covenants that, if any of the Conversion Securities require registration with or approval of any governmental authority under any federal or state law before such Conversion Securities may be validly issued upon conversion, the Company will, to discuss the Company's businessextent then permitted by the rules and interpretations of the United States Securities Exchange Commission, management and financial affairs with secure such registration or approval, as the Company's management;case may be. (c) The Convertible Notes Company further covenants that if at any time Conversion Securities are delivered, such Ordinary Shares or ADSs are listed on the NYSE or another national securities exchange or automated quotation system the Company will use reasonable best efforts to list and keep listed, so long as the applicable Conversion Securities shall be so listed on such exchange or automated quotation system, any Conversion Securities deliverable upon conversion of the Note. (d) The Company further covenants to take all actions and obtain all approvals and registrations required with respect to the conversion of the Note into Conversion Securities and the Warrants being purchased issuance of Conversion Securities (including, if applicable, the deposit into the ADS facility, of the Ordinary Shares represented by it are being acquired for its own account such ADSs). The Company also undertakes to maintain, as long as any Note is outstanding and the public trading market for the purpose Company’s equity securities is in the form of investment ADSs, the effectiveness of a registration statement on Form F-6 relating to the ADSs and not with a view to or an adequate number of ADSs available for sale in connection with any distribution thereof, except issuance thereunder such that ADSs can be delivered in accordance with the Securities Act terms of the Note and the rules and regulations promulgated thereunder and all applicable state securities or blue sky laws; (d) It understands that (i) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements Deposit Agreement upon conversion of the Securities Act and the Company's reliance on such exemption is predicated upon the Purchaser's representations set forth Note in this Article III, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a legend to such effect and (iv) the Company will make a notation on its transfer books to such effect;full into ADSs. (e) If it sells any Convertible Notes or Warrant the Ordinary Shares pursuant cease to Rule 144A promulgated be represented by ADSs issued under the Securities Act, it will take all necessary steps in order to perfect the exemption from registration provided thereby, including (i) obtaining on behalf of the Company information to enable the Company to establish a reasonable belief that the purchaser is a qualified institutional buyer and (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale; (f) It acknowledges and agrees that it had reasonable time and opportunity to ask questions and receive answers concerning the business and affairs of the Company and to obtain any additional information from the Company that was necessary for it to evaluate the risks and merits of an investment in depositary receipt program sponsored by the Company, providedall references in this Note to the ADSs shall be deemed to have been replaced by a reference to the number of Ordinary Shares (and other property, that such investigation shall not impair Purchaser's ability to rely if any) represented by the ADSs on the Company's representations last day on which the ADSs represented the Ordinary Shares and warranties contained in this Agreement. (g) It acknowledges and agrees that as if the stock certificate representing the Convertible Notes, the Conversion Ordinary Shares and the Warrant Shares other property had been distributed to holders of the ADSs on that day. In addition, all appropriate adjustments, including adjustments to the Conversion Rate, will be made to reflect such change. In making such adjustments, where currency translations between U.S. dollars and any other currency are required, the exchange rate in effect on the date of determination will apply. The Company shall bear provide written notice to the following legend: The securities represented by this certificate have not been registered under Agent upon the Securities Act occurrence of 1933, as amended, or under any applicable state securities laws and neither the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed of in the absence of such registration or an exemption from registration under such Act and the rules and regulations thereunder and in the absence of registration or an exemption from registration under any applicable state securities lawsforegoing.

Certain Securities Matters. (a) It has sufficient knowledge and experience The Shareholders understand that the Atmos Shares will be issued without registration under the Securities Act, in investing in companies similar to reliance upon exemptions from registration under the Company in terms Securities Act including the safe harbor provided by Regulation D promulgated under Section 4(2) of the Company's stage of development so as to Securities Act. The Shareholders understand that such exemptions depend in part upon, and such shares will be able to evaluate issued in reliance on, the risks representations and merits of its investment warranties made by the Shareholders in the Company and it is able financially to bear the risks thereof;this Section 4.25. (b) It has had an opportunity to discuss Each of the Company's business, management and financial affairs with Shareholders will acquire the Company's management; (c) The Convertible Notes and the Warrants being purchased by it are being acquired Atmos Shares for its own respective account for the purpose of investment purposes only and not with a view to resale or for sale in connection with any other distribution thereof, in whole or in part, except in accordance with as contemplated by the Securities Act Registration Rights Agreement; provided, however, that, subject to the terms hereof, the disposition of its property shall at all times be within their control; and the rules and regulations promulgated thereunder and all applicable state securities Shareholders will not assign, sell, hypothecate or blue sky laws; otherwise transfer the Atmos Shares unless (di)(a) It understands that (i) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares have not been registered a registration statement is in effect under the Securities Act with respect to such shares or (b) a written opinion of counsel acceptable to Atmos is obtained to the effect that no such registration is required, and (ii) they have complied with all applicable holding periods imposed by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act (and the Company's reliance on such exemption is predicated upon the Purchaser's representations set forth in this Article III, (ii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares must be held indefinitely unless regulations thereunder). The Shareholders acknowledge that a subsequent disposition thereof is registered under the Securities Act and all applicable state securities and "blue sky" laws or unless such disposition is exempt from such registration, (iii) the Convertible Notes, the Warrants, the Warrant Shares and the Conversion Shares will bear a restrictive legend to such effect will be placed on the certificates representing the Atmos Shares and (iv) the Company will make a notation on its transfer books will be made in the appropriate records of Atmos indicating that the Atmos Shares are subject to such effect;restrictions on transfer. (ec) If it sells any Convertible Notes or Warrant Shares pursuant to Each of the Shareholders qualifies as an "accredited investor" within the meaning of Rule 144A promulgated 501 under the Securities Act, because it will take all necessary steps in order to perfect has total assets exceeding $5,000,000. (d) Each of the exemption from registration provided thereby, including Shareholders acknowledges that it: (i) obtaining on behalf has been furnished with the articles of incorporation and bylaws of Atmos and the Company information to enable Atmos SEC Reports and is capable of understanding and evaluating the Company to establish a reasonable belief that risks of acquiring the purchaser is a qualified institutional buyer and Atmos Shares; (ii) advising such purchaser that Rule 144A is being relied upon with respect to such resale; (f) It acknowledges and agrees that it had reasonable time and has been given the opportunity to ask questions of, and receive answers from, Atmos and its officers and employees concerning the business terms and affairs conditions of the Company acquisition of the Atmos Shares and other matters pertaining to an investment in the Atmos Shares, has been given the opportunity to obtain any such additional information from the Company that was necessary for it to evaluate the merits and risks of acquiring the Atmos Shares to the extent Atmos possesses such information; (iii) has not relied upon any representations or warranties or other information (whether oral or written) from Atmos or its directors, officers or Affiliates, or from any other Persons, other than the representations and merits warranties of Atmos made in this Agreement; (iv) is familiar with the nature of and risks attendant to investments in the business of Atmos and securities in general and has carefully considered and has, to the extent it believes such discussion necessary, discussed with its professional legal, financial and tax advisers the suitability of an investment in the CompanyAtmos Shares for its financial and tax situations, providedconsistent with the fiduciary duties applicable to the management and conduct of its affairs, that such investigation shall not impair Purchaser's ability to rely on the Company's representations and warranties contained in this Agreement. (g) It acknowledges and agrees has determined that the stock certificate representing the Convertible Notes, the Conversion Atmos Shares and the Warrant Shares shall bear the following legend: The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any applicable state securities laws and neither the securities nor any interest therein may be sold, transferred, pledged or otherwise disposed of in the absence of such registration or an exemption from registration under such Act and the rules and regulations thereunder and in the absence of registration or an exemption from registration under any applicable state securities lawsare a suitable investment for it.