Common use of OFFERING MEMORANDUM AND RELATED MATTERS Clause in Contracts

OFFERING MEMORANDUM AND RELATED MATTERS. (a) The Company has prepared a Confidential Private Placement Memorandum, dated as of October 14, 2004, relating to the Company and the Placement (such memorandum, together with the exhibits and attachments thereto or available thereunder and any amendments or supplements thereto prepared and furnished by the Company, being referred to herein as the "Memorandum"), which Memorandum, among other things, describes the Placement and certain investment risks relating thereto. (b) The Company has been and will continue to be responsible for preparing and filing required documentation, if any, with the authorities in the United States or any state located therein (and subsequent to, if required by the laws of any such jurisdiction) in connection with the distribution of the Memorandum to prospective Investors (the parties acknowledging, however, that the Placement of the Units is intended and expected to be wholly or partially exempt from filing requirements in the United States by reason of an "accredited investor" exemption). Notwithstanding the foregoing, the Placement Agent's counsel will be responsible for filing all documents required by each jurisdiction in which the Units will be offered. (c) The Placement Agent and its counsel and the Company and its counsel have or will jointly prepare a form of subscription agreement (the "Subscription Agreement") and a form of confidential purchaser questionnaire (collectively with the Subscription Agreement, and any other stock purchase or other documents required in connection with subscriptions to Units in the Placement, the "Subscription Documents"), which Subscription Documents shall contain such representations, warranties, conditions and covenants as are customary in private placements of corporate debt and equity securities with United States investors that qualify as "accredited investors", as defined in Rule 501(a) under the Securities Act ("Accredited Investors"). The Placement Agent and its counsel have had or will have a sufficient opportunity, in their discretion, to review the final form of the Memorandum and Subscription Documents and the form of Warrant prior to the distribution thereof to prospective Investors, and the Memorandum and the Subscription Documents will be the only offering documents (other than cover letters which may be used by the Placement Agent for which the Company will not be responsible unless it approves such letters, in writing, and any documents made available to Investors in accordance with the terms of the Memorandum) shown to prospective Investors. The Placement Agent shall advise the Company of those jurisdictions in which the Placement Agent is licensed as a broker-dealer and in which the Placement Agent desires to offer the Units and the Company and its counsel will thereafter advise the Placement Agent and its counsel in writing of those jurisdictions in which the Units may lawfully be offered and sold and the Placement Agent agrees that the Units will be offered or sold only in such jurisdictions and in the manner specified by the Company; provided, however, that the Placement Agent shall not be responsible for independently verifying such written advice with respect to the jurisdictions in which the Units may be offered and sold and with respect to the manner in which the Units may be offered and sold in such jurisdictions. Notwithstanding the foregoing, the Placement Agent shall determine whether it is licensed to offer and sell the Units and Securities in each jurisdiction in which it intends to do so and the Company will have no responsibility with respect thereto. (d) The Placement will be made in accordance with the requirements of Section 4(2) under the Securities Act and/or Regulation D only to Accredited Investors, purchasing for their own account for investment purposes only and not for distribution in violation of applicable securities laws. Furthermore, prospective Investors will have been provided with the Memorandum and access to the management of the Company and afforded the opportunity to ask questions concerning the Company and the Units. (e) The Company recognizes, agrees and confirms that the Placement Agent (or any selling agent permitted to be utilized by the Placement Agrement under Section 3(a) hereof): (i) will use and rely primarily on the information contained in the Memorandum and the Subsciption Documents and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized, as the Company's exclusive financial advisor and placement agent in connection with the Placement, to transmit to any prospective Investor a copy or copies of the Memorandum, the Subsciption Documents and any other documentation supplied to the Placement Agent for transmission to any prospective Investor by or on behalf of the Company or by any of the Company's officers, representatives or agents, in connection with the performance of the Placement Agent's services hereunder or any transaction contemplated hereby; (iii) does not assume responsibility for the accuracy or completeness of any information contained in the Memorandum and the Subsciption Documents or any such other information; (iv) will not make an appraisal of the Company or any assets of the Company or the securities being offered by the Company in the Placement; and (v) retains the right to continue to perform due diligence of the Company during the course of the Company's engagement of the Placement Agent.

OFFERING MEMORANDUM AND RELATED MATTERS. (a) The Company has prepared a Confidential Private Placement Memorandum, dated as of October 14June 1, 20042005, relating to the Company and the Placement (such memorandum, together with the exhibits and attachments thereto or available thereunder and any amendments or supplements thereto prepared and furnished by the Company, being referred to herein as the "Memorandum"), which Memorandum, among other things, describes the Placement and certain investment risks relating thereto. (b) The Company has been and will continue to be responsible for preparing and filing required documentation, if any, with the authorities in the United States or any state located therein (and subsequent to, if required by the laws of any such jurisdiction) in connection with the distribution of the Memorandum to prospective Investors (the parties acknowledging, however, that the Placement of the Units is intended and expected to be wholly or partially exempt from filing requirements in the United States by reason of an "accredited investor" exemption). Notwithstanding the foregoing, the Placement Agent's counsel will be responsible for filing all documents required by each jurisdiction in which the Units will be offered. (c) The Placement Agent and its counsel and the Company and its counsel have or will jointly prepare a form of subscription agreement (the "Subscription Agreement") and a form of confidential purchaser questionnaire (collectively with the Subscription Agreement, and any other stock purchase or other documents required in connection with subscriptions to Units in the Placement, the "Subscription Documents"), which Subscription Documents shall contain such representations, warranties, conditions and covenants as are customary in private placements of corporate debt and equity securities with United States investors that qualify as "accredited investors", as defined in Rule 501(a) under the Securities Act ("Accredited Investors"). The Placement Agent and its counsel have had or will have a sufficient opportunity, in their discretion, to review the final form of the Memorandum and Subscription Documents and the form of Warrant prior to the distribution thereof to prospective Investors, and the Memorandum and the Subscription Documents will be the only offering documents (other than cover letters which may be used by the Placement Agent for which the Company will not be responsible unless it approves such letters, in writing, and any documents made available to Investors in accordance with the terms of the Memorandum) shown to prospective Investors. The Placement Agent shall advise the Company of those jurisdictions in which the Placement Agent is licensed as a broker-dealer and in which the Placement Agent desires to offer the Units and the Company and its counsel will thereafter advise the Placement Agent and its counsel in writing of those jurisdictions in which the Units may lawfully be offered and sold and the Placement Agent agrees that the Units will be offered or sold only in such jurisdictions and in the manner specified by the Company; provided, however, that the Placement Agent shall not be responsible for independently verifying such written advice with respect to the jurisdictions in which the Units may be offered and sold and with respect to the manner in which the Units may be offered and sold in such jurisdictions. Notwithstanding the foregoing, the Placement Agent shall determine whether it is licensed to offer and sell the Units and Securities in each jurisdiction in which it intends to do so and the Company will have no responsibility with respect theretoso. (d) The Placement will be made in accordance with the requirements of Section 4(2) under the Securities Act and/or Regulation D only to Accredited Investors, purchasing for their own account for investment purposes only and not for distribution in violation of applicable securities laws. Furthermore, prospective Investors will have been provided with the Memorandum and access to the management of the Company and afforded the opportunity to ask questions concerning the Company and the Units. (e) The Company recognizes, agrees and confirms that the Placement Agent (or any selling agent permitted to be utilized by the Placement Agrement under Section 3(a) hereof): (i) will use and rely primarily on the information contained in the Memorandum and the Subsciption Documents and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized, as the Company's exclusive financial advisor and placement agent in connection with the Placement, to transmit to any prospective Investor a copy or copies of the Memorandum, the Subsciption Documents and any other documentation supplied to the Placement Agent for transmission to any prospective Investor by or on behalf of the Company or by any of the Company's officers, representatives or agents, in connection with the performance of the Placement Agent's services hereunder or any transaction contemplated hereby; (iii) does not assume responsibility for the accuracy or completeness of any information contained in the Memorandum and the Subsciption Subscription Documents or any such other information, except for information expressly supplied by the Placement Agent in writing; (iv) will not make an appraisal of the Company or any assets of the Company or the securities being offered by the Company in the Placement; and (v) retains the right to continue to perform due diligence of the Company during the course of the Company's engagement of the Placement Agent.

OFFERING MEMORANDUM AND RELATED MATTERS. (a) The Company has prepared a Confidential Private Placement Memorandum, dated as of October 14September 10, 20042003, relating to the Company and the Placement (such memorandum, together with the exhibits and attachments thereto or available thereunder and any amendments or supplements thereto prepared and furnished by the Company, being referred to herein as the "MemorandumMEMORANDUM"), which Memorandum, among other things, describes the Placement and certain investment risks relating thereto. (b) The Company has been and will continue to be responsible for preparing and filing required documentation, if any, with the authorities in the United States or any state located therein (and subsequent to, if required by the laws of any such jurisdiction) in connection with the distribution of the Memorandum to prospective Investors (the parties acknowledging, however, that the Placement of the Units is intended and expected to be wholly or partially exempt from filing requirements in the United States by reason of an "accredited investor" exemption). Notwithstanding the foregoing, the Placement Agent's counsel will be responsible for filing all documents required by each jurisdiction in which the Units will be offered. (c) The Placement Agent and its counsel and the Company and its counsel have or will jointly prepare a form of subscription agreement (the "Subscription AgreementSUBSCRIPTION AGREEMENT") and a form of confidential purchaser questionnaire (collectively with the Subscription Agreement, the form of certificate of designations for the Series A Preferred Stock, the form of Warrant and any other stock purchase or other documents required in connection with subscriptions to Units in the Placement, the "Subscription DocumentsSUBSCRIPTION DOCUMENTS"), which Subscription Documents shall contain such representations, warranties, conditions and covenants as are customary in private placements of corporate debt and equity securities with United States investors that qualify as "accredited investors", as defined in Rule 501(a) under the Securities Act ("Accredited Investors"). The Placement Agent and its counsel have had or will have a sufficient opportunity, in their discretion, an opportunity to review the final form of the Memorandum and Subscription Documents and the form of Warrant prior to the distribution thereof to prospective Investors, and the Memorandum and the Subscription Documents will be the only offering documents (other than cover letters which may be used by the Placement Agent for which the Company will not be responsible unless it approves such letters, in writingAgent, and any documents made available to Investors in accordance with the terms of the Memorandum) shown to prospective Investors. The Placement Agent shall advise the Company of those jurisdictions in which the Placement Agent is licensed as a broker-dealer and in which the Placement Agent desires to offer the Units and the Company and its counsel will thereafter advise the Placement Agent and its counsel in writing of those jurisdictions in which the Units may lawfully be offered and sold, and the manner in which the Units may lawfully be offered and sold in each such jurisdiction in connection with the Placement, and the Placement Agent agrees that the Units will be offered or sold only in such jurisdictions and in the manner specified by the Company; provided, however, that the Placement Agent shall not be responsible for independently verifying such written advice with respect to the jurisdictions in which the Units may be offered and sold and with respect to the manner in which the Units may be offered and sold in such jurisdictions. Notwithstanding the foregoing, the Placement Agent shall determine whether it is licensed to offer and sell the Units and Securities in each jurisdiction in which it intends to do so and the Company will have no responsibility with respect theretoso. (d) The Placement will be made in accordance with the requirements of Section 4(2) under the Securities Act and/or Regulation D only to Accredited Investorsinvestors that qualify as accredited investors, as defined in Rule 501(a) under the Act ("ACCREDITED INVESTORS"), purchasing for their own account for investment purposes only and not for distribution in violation of applicable securities laws. Furthermore, prospective Investors will have been provided with the Memorandum and access to the management of the Company and afforded the opportunity to ask questions concerning the Company and the Unitsquestions. (e) The Company recognizes, agrees and confirms that the Placement Agent (or any selling agent permitted to be utilized by the Placement Agrement under Section 3(a) hereof): (i) will use and rely primarily on the information contained in the Memorandum and the Subsciption Documents and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized, as the Company's exclusive financial advisor and placement agent in connection with the Placement, to transmit to any prospective Investor a copy or copies of the Memorandum, the Subsciption Documents and any other documentation supplied to the Placement Agent for transmission to any prospective Investor by or on behalf of the Company or by any of the Company's officers, representatives or agents, in connection with the performance of the Placement Agent's services hereunder or any transaction contemplated hereby; (iii) does not assume responsibility for the accuracy or completeness of any information contained in the Memorandum and the Subsciption Documents or any such other information; (iv) will not make an appraisal of the Company or any assets of the Company or the securities being offered by the Company in the Placement; and (v) retains the right to continue to perform due diligence of the Company during the course of the Company's engagement of the Placement Agent.

OFFERING MEMORANDUM AND RELATED MATTERS. (a) The Company has prepared or will prepare a Confidential Private Placement Memorandum, dated as of October 14, 2004, relating to the Company and the Placement (such memorandum, together with the exhibits and attachments thereto or available thereunder and any amendments or supplements thereto prepared and furnished by the Company, being referred to herein as the "“Memorandum"”), which Memorandum, among other things, describes the Placement and certain investment risks relating thereto. (b) The Company has been and will continue to be responsible for preparing and filing required documentation, if any, with the authorities in the United States or any state located therein (and subsequent to, if required by the laws of any such jurisdiction) in connection with the distribution of the Memorandum to prospective Investors (the parties acknowledging, however, that the Placement of the Units is intended and expected to be wholly or partially exempt from filing requirements in the United States by reason of an "“accredited investor" ” exemption). Notwithstanding the foregoing, the Placement Agent's counsel will be responsible for filing all documents required by each jurisdiction in which the Units will be offered. (c) The Placement Agent and its counsel and the Company and its counsel have or will jointly prepare a form of subscription agreement (the "“Subscription Agreement") and ”), a form of confidential purchaser accredited investor questionnaire and an investment letter (collectively with the Subscription Agreement, Agreement and any other stock purchase or other documents required in connection with subscriptions to Units in the Placement, the "“Subscription Documents"”), which Subscription Documents shall contain such representations, warranties, conditions and covenants as are customary in private placements of corporate debt and equity securities with United States investors that qualify as "accredited investors", as defined in Rule 501(a) of Regulation D under the Securities Act ("“Accredited Investors"”). The Placement Agent and its counsel have had or will have a sufficient opportunity, in their discretion, to review the final form of the Memorandum and Subscription Documents and the form of Warrant prior to the distribution thereof to prospective Investors, and the Memorandum and the Subscription Documents will be the only offering documents (other than cover letters which may be used by the Placement Agent for which the Company will not be responsible unless it approves such letters, in writingAgent, and any documents made available to Investors in accordance with the terms of the Memorandum) shown to prospective Investors. The Placement Agent shall advise the Company of those jurisdictions in which the Placement Agent is licensed as a broker-dealer and in which the Placement Agent desires to offer the Units and the Company and its counsel will thereafter advise the Placement Agent and its counsel in writing of those jurisdictions in which the Units may lawfully be offered and sold and the Placement Agent agrees that the Units will be offered or sold only in such jurisdictions and in the manner specified by the Company; provided, however, that the Placement Agent shall not be responsible for independently verifying such written advice with respect to the jurisdictions in which the Units may be offered and sold and with respect to the manner in which the Units may be offered and sold in such jurisdictions. Notwithstanding the foregoing, the Placement Agent shall determine whether it is licensed to offer and sell the Units and Securities in each jurisdiction in which it intends to do so and the Company will have no responsibility with respect theretoso. (d) The Placement Units will be made offered and sold in accordance with the requirements of Section 4(2) under the Securities Act and/or Regulation D only to Accredited Investors, purchasing for their own account for investment purposes only and not for with a view to the distribution in violation of applicable securities lawsthereof. Furthermore, prospective Investors will have been provided with the Memorandum and access to the management of the Company and afforded the opportunity to ask questions concerning the Company and the Unitsquestions. (e) The Company recognizes, agrees and confirms that the Placement Agent (or any selling agent permitted to be utilized by the Placement Agrement Agreement under Section 3(a) hereof): (i) will use and rely primarily exclusively on the information contained in the Memorandum and the Subsciption Subscription Documents and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized, as the Company's ’s exclusive financial advisor and placement agent in connection with the Placement, to transmit to any prospective Investor a copy or copies of the Memorandum, the Subsciption Documents and any other documentation supplied to the Placement Agent for transmission to any prospective Investor by or on behalf of the Company or by any of the Company's ’s officers, representatives or agents, in connection with the performance of the Placement Agent's ’s services hereunder or any transaction contemplated hereby; (iii) does not assume responsibility for the accuracy or completeness of any information contained in the Memorandum and the Subsciption Documents or any such other information; (iv) will not make an appraisal of the Company or any assets of the Company or the securities being offered by the Company in the Placement; and (v) retains the right to continue to perform due diligence of the Company during the course of the Company's ’s engagement of the Placement Agent.

OFFERING MEMORANDUM AND RELATED MATTERS. (a) The Company has prepared offering documents, including a Confidential Private Placement Memorandum, dated as of October 14, 2004Memorandum and the Subscription Documents (defined below), relating to the Company and the Placement (such memorandumdocuments, together with the exhibits and attachments thereto or available thereunder or delivered to potential investors in connection with the Placement and any amendments or supplements thereto prepared and furnished by the Company, including Pace’s reports and other filings with the Securities and Exchange Commission (the “SEC”) attached as exhibits to the Confidential Private Placement Memorandum (the “SEC Documents”), being referred to herein as the "Memorandum"“Offering Documents”), which Memorandumwhich, among other things, describes the Placement Placement, the Acquisition and certain investment risks relating thereto. (b) The Company has been and will continue to be responsible for preparing and filing required documentation, if any, with the authorities in the United States or any state located therein (and subsequent to, if required by the laws of any such jurisdiction) in connection with the distribution of the Memorandum Offering Documents to prospective Investors (the parties acknowledging, however, that the Placement of the Units is intended and expected to be wholly or partially exempt from filing requirements in the United States by reason of an "“accredited investor" ” exemption). Notwithstanding the foregoing, the Placement Agent's counsel will be responsible for filing all documents required by each jurisdiction in which the Units will be offered. (c) The Placement Agent and its counsel and the Company and its counsel have or will jointly prepare a form forms of subscription agreement and securities purchase agreements (“SPAs”, and collectively with the "subscription agreements, the “Subscription Agreement"”) and a form of confidential purchaser questionnaire (collectively with the Subscription Agreement, and any other stock purchase or other documents required in connection with subscriptions to Units in the Placement, including the "Escrow Agreement to be entered into with the Escrow Agent, the “Subscription Documents"”), which Subscription Documents shall contain such representations, warranties, conditions and covenants as are customary in private placements of corporate debt and equity securities with United States investors that qualify as "accredited investors", as defined in Rule 501(a) under the Securities Act ("Accredited Investors"). The Placement Agent and its counsel have had or will have a sufficient opportunity, in their discretion, an opportunity to review the final form of the Memorandum and Subscription Offering Documents and the form of Warrant prior to the distribution thereof to prospective Investors, and the Memorandum and the Subscription Offering Documents will be the only offering documents (other than cover letters which may be used by the Placement Agent for which the Company will not be responsible unless it approves such letters, in writingAgent, and any documents made available to Investors in accordance with the terms of the MemorandumOffering Documents) shown to prospective Investors. The Placement Agent shall advise the Company of those jurisdictions in which the Placement Agent is licensed as a broker-dealer and in which the Placement Agent desires to offer the Units and the Company and its counsel will thereafter advise the Placement Agent and its counsel in writing of those jurisdictions in which the Units Shares may lawfully be offered and sold, and the manner in which the Shares may lawfully be offered and sold in each such jurisdiction in connection with the Placement, and the Placement Agent agrees that the Units Shares will be offered or sold only in such jurisdictions and in the manner specified by the Company; provided, however, that the Placement Agent shall not be responsible for independently verifying such written advice with respect to the jurisdictions in which the Units Shares may be offered and sold and with respect to the manner in which the Units Shares may be offered and sold in such jurisdictions. Notwithstanding the foregoing, the Placement Agent shall determine whether it is licensed to offer and sell the Units and Securities Shares in each jurisdiction in which it intends to do so and the Company will have no responsibility with respect theretoso. (d) The Placement will be made in accordance with the requirements of Section 4(2) under the Securities Act and/or Regulation D only to investors that qualify as accredited investors, as defined in Rule 501(a) under the Act (“Accredited Investors”), purchasing for their own account for investment purposes only and not for distribution in violation of applicable securities laws. Furthermore, prospective Investors will have been provided with the Memorandum Offering Documents and access to the management of the Company and afforded the opportunity to ask questions concerning the Company and the Unitsquestions. (e) The Company recognizes, agrees and confirms that the Placement Agent (or any selling agent permitted to be utilized by the Placement Agrement Agreement under Section 3(a) hereof): (i) will use and rely primarily on the information contained in the Memorandum and the Subsciption Offering Documents and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same; (ii) is authorized, as the Company's ’s exclusive financial advisor and placement agent in connection with the Placement, to transmit to any prospective Investor a copy or copies of the Memorandum, the Subsciption Offering Documents and any other documentation supplied to the Placement Agent for transmission to any prospective Investor by or on behalf of the Company or by any of the Company's ’s officers, representatives or agents, in connection with the performance of the Placement Agent's ’s services hereunder or any transaction contemplated hereby; (iii) does not assume responsibility for the accuracy or completeness of any information contained in the Memorandum and the Subsciption Offering Documents or any such other information; (iv) will not make an appraisal of the Company or any assets of the Company or the securities being offered by the Company in the Placement; and (v) retains the right to continue to perform due diligence of the Company during the course of the Company's ’s engagement of the Placement Agent.