CONVERTIBLE SUBORDINATED NOTE AGREEMENT

Exhibit 10.8

Execution Copy

CONVERTIBLE SUBORDINATED NOTE AGREEMENT

THIS CONVERTIBLE SUBORDINATED NOTE AGREEMENT (this “Agreement”), is entered into as of the 9th day of May 2002, by and between CENTURY MEDICAL, INC. a Japanese corporation (“Century”), and SENORX, INC., a Delaware corporation (the “Company”).

RECITALS

A. The Company and Century desire to enter into an Exclusive Distribution Agreement (the “Distribution Agreement”) in the form attached hereto as Exhibit A.

B. Upon the Company’s completion of certain milestones, Company, as borrower, desires the option to borrow from Century, as Lender, at the Company’s sole option, an amount not to exceed One Million Dollars (US$1,000,000), for which a certain 4% Convertible Subordinate Note with a maturity of 5-years (the “Note”), in the form attached hereto as Exhibit B, shall be issued to Century by the Company, all as more fully described below, on the terms and conditions set forth herein.

C. The Company and Century desire to make certain representations, warranties, covenants and agreements in connection with the issuance of the Note and desire to prescribe certain conditions precedent to such issuance.

D. The Company and Century desire to make certain representations, warranties, covenants and agreements in connection with entering into this Agreement and desire to prescribe certain conditions precedent to the Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the promises and of the mutual provisions, agreements and covenants contained herein, the Company and Century hereby agree as follows:

1. Description of Note and Commitment.

1.1 Procedure for Loan. Subject to the terms and conditions of this Agreement and following the Company’s introduction and sale in the United States of the commercial versions of both the Shape Select Scalpel and the Surgical Generator (the “Date of Introduction”), which fact the Company shall document to Century’s reasonable satisfaction, Century agrees for a period of twelve (12) months following such Date of Introduction (the “Option Period”) to make a loan (the “Loan”) to the Company in a principal amount of One Million Dollars (US$1,000,000.00) to be governed by the terms and conditions of, and repaid in accordance with, this Agreement. The Company shall provide Century with written notice of its intention to borrow the loan amount thirty (30) Business Days prior to the Disbursement Date, in accordance with Section 11.2 hereof. Any amount repaid may not be reborrowed.

1.2 Interest.

(a) Interest. The Loan shall bear interest from the Disbursement Date on the unpaid principal amount thereof until the earlier of an Event of Default or the date upon which such amount shall become due and payable (whether upon the Maturity Date, by Acceleration or otherwise) at a rate per annum equal to four percent (4.0%).

(b) Accrual and Computation of Interest. Interest shall be computed on the basis of a year of 365 days for the actual number of days elapsed.

1.3 Maximum Interest Rate. Nothing in this Agreement shall require the Company to pay interest at a rate exceeding the maximum amount permitted by applicable law to be charged by Holder; provided, that in any event the Company shall pay the lesser of such maximum permissible rate and the rate provided herein.

1.4 Payments.

(a) Interest Payments. On the last day of each quarter payable in arrears on January 31, April 30, July 31 and October 31, commencing with the quarter of the first Disbursement Date until the Maturity Date, and on the Maturity Date, the Company shall pay Holder) all interest then accrued.

(b) Loan Payment. The Company shall repay the entire outstanding principal amount of the Loan in full on the Maturity Date without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived; provided that the Note has not been converted to shares of Common Stock, in accordance with Article 9, prior to such repayment.

(c) Optional Prepayment. The Company may at any time prepay the entire outstanding principal amount of the Loan or any portion thereof without penalty.

1.5 Post-Maturity and Penalty Interest. Commencing upon the earlier of an Event of Default or the Maturity Date (whether by Acceleration or otherwise), any outstanding principal balance of the Loan, and accrued but unpaid interest, shall begin bearing interest, payable on demand, at a rate per annum equal to eight percent (8%) subject to Section 1.3 hereof. This rate shall also apply to each overdue payment of interest.

1.6 Note. The Loan made by Century pursuant hereto shall be evidenced by the Note in the form of Exhibit B, hereto, and shall be payable to the order of Century or Holder on an Event of Default or the Maturity Date (whether by Acceleration or otherwise) of the Loan. The Company hereby authorizes Century or Holder to indicate upon a schedule attached to the Note all payments of principal and interest thereon. Absent manifest error, such notations shall be presumptive as to the aggregate unpaid principal amount of the Loan, and interest due thereon, but the failure by Century or Holder to make such notations or the inaccuracy or incompleteness of any such notations shall not affect the obligations of the Company hereunder or under the Note.

1.7 Delivery of Note; Closing. The delivery of the Note shall occur at the offices of O’Melveny & Myers LLP, Citicorp Center, 153 East 53rd Street, 54th Floor, New York, New York 10022-4611, at 11:00 a.m., Eastern Standard Time, on the Disbursement Date or such later Business Day as shall be mutually agreed upon by the Company and Century (the “Closing Date”). The Note delivered to Century on the Closing Date will be delivered to Century in the form of a single Note, in the form attached hereto as Exhibit B, in a principal amount equal to the full amount of the Loan, against delivery by Century to the Company of immediately available funds in the full amount equal to the principal amount of the Loan by wire transfer for the account of the Company in accordance with the following:

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1.8 Place of Payment. Subject to Section 1.9, payments of principal and interest becoming due and payable on the Note shall be made in the State of California at the principal office of the Company in such jurisdiction. The Company may at any time, by notice to Century or Holder, change the place of payment of the Note so long as the place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

1.9 Home Office Payment. Notwithstanding Section 1.8, so long as Century is the holder of the Note, the Company shall pay all sums becoming due on the Note for principal and interest by wire transfer of immediately available funds for the account of Century to account number 232811 at Sumitomo Mitsui Banking Corporation, Shibuya-Ekimae Branch, 1-2-2 Dogenzaka, Shibuya-ku, Tokyo 150-0043, Japan, or by such other method or at such other location as Century shall specify from time to time in writing to Company, without presentation or surrender of the Note or the making of any notation thereon. The Company shall afford the benefits of this Section 1.9 to any Holder that is the direct or indirect transferee of the Note pursuant to the terms of this Agreement.

2. Interpretation of Agreement; Definitions.

2.1 Definitions. Unless the context otherwise requires, the terms hereinafter set forth when used herein shall have the following meanings and the following definitions shall be equally applicable to both the singular and plural forms of any of the terms herein defined:

“Acceleration” means that the Loan (i) shall not have been paid at the Maturity Date, or (ii) shall have become due and payable prior to its stated maturity pursuant to Article 7 hereof.

“Affiliate” shall mean any Person (other than a Subsidiary) (i) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the Company, (ii) which beneficially owns or holds five percent (5%) or more of any class of the Voting Stock of the Company or (iii) five percent (5%) or more of the Voting Stock (or in the case of a Person which is not a corporation, five percent (5%) or more of the equity interest) of which is beneficially owned or held by the Company or a Subsidiary. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of Voting Stock, by contract or otherwise.

“Agreement” shall have the meaning set forth in the opening paragraph of this document.

“Average Closing Price” shall mean the average of the closing prices of the Company’s Common Stock, as reported on each securities exchange or nationally recognized quotation system on which similar securities issued by the Company are then listed, during the Pricing Period.

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“Business Day” shall mean any day other than a Saturday, Sunday, legal holiday or other day on which commercial banks located in San Francisco, California or New York, New York are authorized or required by law to be closed.

“Change of Control” shall have the meaning set forth in Section 7.7 hereof.

“Closing Date” shall have the meaning specified in Section 1.7 hereof.

“Common Stock” shall mean the Common Stock, par value $0.001 per share, of the Company.

“Company” shall mean SenoRx, Inc., a Delaware corporation, and any Person who in accordance with the terms of this Agreement succeeds to all, or substantially all, of the assets or business of SenoRx, Inc.

“Date of Introduction” shall have the meaning specified in Section 1.1 hereof.

“Disbursement Date” shall mean any date on which the disbursement of the Loan is made. The Disbursement Date shall be on the date designated in a written notice from the Company to Century, in accordance with Section 11.2; provided, however, that (a) Century shall not be required to make any disbursement if the conditions contained in Article 5, herein, are not satisfied, and (b) Century shall in no event be required to make any disbursement after the expiration of the Option Period.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed to also refer to any successor sections.

“Event of Default” shall have the meaning set forth in Article 7 hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“GAAP” shall mean generally accepted accounting principles at the time in the United States.

“Holder” shall mean the registered holder of the Note, initially Century.

“Interest Payment Date” shall mean the Stated Maturity of an installment of interest on the Note.

“Lien” shall mean any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on the common law, statute or contract, and including but not limited to the security interest lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment for security purposes. The term “Lien” shall include reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases and other title exceptions and encumbrances (including, with respect to stock, stockholder agreements, voting trust agreements, buy-back agreements and all similar arrangements) affecting property. For the purposes of this Agreement, the Company or a Subsidiary shall be deemed to be the owner of any property which it has acquired or holds subject to a conditional sale agreement, capitalized lease or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes and such retention or vesting shall constitute a Lien.

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“Loan” shall have the meaning specified in Section 1.1 hereof.

“Maturity Date” shall mean any date on which the Note becomes due and payable, whether as stated or by virtue of mandatory prepayment, by acceleration or otherwise.

“Note” shall have the meaning specified in the second recital of this Agreement.

“Option Period” shall have the meaning specified in Section 1.1 hereof.

“Person” shall mean an individual, partnership, corporation, limited liability company, trust or unincorporated organization, and a government or agency or political subdivision thereof.

“Pricing Period” shall mean the twenty (20) Business Days immediately preceding the receipt of notice regarding conversion of the Note, in the form attached to Exhibit B hereto, by Holder.

“SEC” shall mean the Securities and Exchange Commission, or successor regulatory entity.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Stated Maturity,” when used with respect to the Note or any installment of interest thereon, shall mean the date specified in the Note as the fixed date on which the principal of the Note, or any installment of interest thereon, is due and payable.

“Subsidiary” shall mean a corporation, partnership or other entity at least a majority of whose Voting Stock is owned directly or indirectly by the Company.

“Voting Stock” shall mean securities of any class or classes, the holders of which are ordinarily, in the absence of contingencies, entitled to elect a majority of the corporate directors (or Persons performing similar functions).

2.2 Accounting Principles. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, the same shall be done in accordance with GAAP, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement.

2.3 Directly or Indirectly. Where any provision in this Agreement refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether the action in question is taken directly or indirectly by such Person.

2.4 Legal Holidays. In any case where any Interest Payment Date or Stated Maturity of the Note or the last date on which Company has the right to convert the Note shall not be a Business Day, then (notwithstanding any other provision of this Agreement or of the Note) payment of interest or principal or conversion of the Note, as the case may be, need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, or at the Stated Maturity, or on such last day for conversion.

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3. Representations and Warranties of the Company.

Except as otherwise specifically set forth in the Disclosure Schedule attached hereto as Exhibit C (the “Disclosure Schedule”) or in any document expressly referenced in the Disclosure Schedule which has been provided to Century (provided that any such disclosure made in connection with any of the following representations and warranties shall be deemed disclosed with respect to any other relevant representation or warranty, whether or not expressly cross-referenced), the Company and its Subsidiaries represent and warrant to Century as of the date hereof as follows:

3.1 Corporate Organization and Authority. The Company, and each of its Subsidiaries, is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted, and to carry out the transactions contemplated in this Agreement and any other agreement to which the Company is a party, the execution and delivery of which is contemplated hereby. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify would have a materially adverse effect on its assets, business (as presently conducted or as proposed to be conducted), properties, financial condition, or operating results (a “Material Adverse Effect”).

3.2 Authority. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement and, upon the issuance of, the Note, the performance of all obligations of the Company hereunder and thereunder and the authorization, issuance (or reservation for issuance) and delivery of the Note has been taken or will be taken prior to the issuance of the Note. This Agreement constitutes upon execution, and the Note will constitute upon issuance, a valid and legally binding obligation of the Company, enforceable in accordance with its respective terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors and the effect of rules of law governing specific performance, injunctive relief or other equitable remedies.

No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement or the issuance of the Note except qualification (or taking such action as may be necessary to secure an exemption from qualification, if available) of the offer and issuance of the Note under applicable federal and state securities law, which filings and qualifications, if required, will be accomplished in a timely manner.

3.3 Financial Statements. The Company has made available to each Investor its audited financial statements of December 31, 2001 and its unaudited financial statements as of March 31, 2002 (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis. The Financial Statements fairly represent the financial condition of the Company as of the date indicated therein, subject to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the date thereof and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in the balance sheet, which, in both cases, individually or in the aggregate are not material to the financial condition or operating results of the Company. Set forth in the Schedule of Exceptions is a list, effective as of the date of this Agreement, of all the amounts (including amounts due for salaries or other compensation, reimbursement of expenses, advances made to or on behalf of the Company, or services rendered to or for the benefit of the Company) owed by the Company to each director and officer.

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3.4 Business Changes. Since March 31, 2002, there has not been:

(a) any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Balance Sheet, except changes in the ordinary course of business that have not, in the aggregate, had a Material Adverse Effect;

(b) any damage, destruction or loss, whether or not covered by insurance, having a Material Adverse Effect;

(c) any waiver or compromise by the Company of a material debt owed to it;

(d) any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and not having a Material Adverse Effect;

(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;

(f) any material change in any compensation agreement or agreement with any employee, officer, director or stockholder;

(g) any sale, assignment or transfer of any patents, trademarks, copyrights, trade secrets or other intangible assets;

(h) any resignation or termination of employment of any officer or key employee of the Company; and the Company is not aware of any pending resignation or termination of any such officer or key employee;

(i) any mortgage, pledge, transfer of a security interest on or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;

(j) any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors or any members of their immediate families, other than travel advances and other advances made in the ordinary course of business;

(k) any declaration, setting aside or payment or other distribution in respect to any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such capital stock by the Company, except the repurchase of shares of Common Stock issued or held by employees, consultants, directors or service providers of or to the corporation or any of its subsidiaries upon termination of their employment or services pursuant to agreements providing for the right of such repurchase between the corporation and such persons and the repurchase of shares of Common Stock in connection with the exercise of the right of first refusal pursuant to agreements providing for the right of first refusal between the Company and any of its stockholders;

(l) any material change in the accounting methods or practices followed by the Company;

(m) to the Company’s knowledge, any other event or condition that might have a Material Adverse Effect; or

(n) any arrangement or commitment to do any of the things described in this Section 3.4.

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3.5 Litigation. There is no dispute, action, suit, proceeding or investigation pending or currently threatened against the Company which questions the validity of this Agreement or the Note, or the right of the Company to enter into each such agreement, or to consummate the transactions contemplated hereby or thereby or that would have, either individually or in the aggregate, a Material Adverse Effect. The foregoing includes, without limitation, actions pending or threatened involving the prior employment of any of the Company’s employees, the use in connection with the Company’s business of any information or techniques allegedly proprietary to any of the Company’s former employers, or the Company’s obligations under any agreements with prior employers. The Company is not a party to, nor subject to the provisions of, any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.

3.6 Compliance with Laws and Other Instruments.

(a) The Company is not in violation or default of any provisions of its Restated Certificate or Bylaws or of any instrument, judgment, order, writ, decree, or contract to which it is a party or by which it is bound or of any provision of federal or state statute, rule or regulation applicable to the Company the violation of which would have a Material Adverse Effect. The execution, delivery, and performance of this Agreement, and the issuance of the Note, and the consummation of the transactions contemplated hereby and thereby will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, a default under (i) any such provision of the Restated Certificate or the Company’s Bylaws, (ii) any such instrument, judgment, order, writ, decree or contract, or (iii) any statute, rule or governmental regulation applicable to the Company, nor an event which results in the creation of any lien, charge, or encumbrance upon any assets of the Company.

(b) The Company has not performed any act, the occurrence of which would result in the Company’s loss or impairment of any right granted under any license, distribution or other agreement.

(c) The Company has no knowledge, after reasonable investigation, of any third-party’s intent to terminate any material license, distribution, or other agreement.

3.7 Title to Properties; Leases. The Company owns its property and assets free and clear of all mortgages, liens, loans, and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases and, to its knowledge, the Company is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances.

3.8 Licenses, etc. The Company and each of its Subsidiaries has all franchises, permits, and licenses and any similar authority necessary for the conduct of its business, the lack of which could have a Material Adverse Effect. The Company is not in default in any material respect under any such franchise, permits, licenses, or similar authority.

3.9 Proprietary Rights.

(a) The Company has sufficient title and ownership of patents, trademarks, service marks, trade names, copyrights, trade secrets, information, and proprietary rights and processes

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necessary for its business as now conducted and as proposed to be conducted in the future, the lack of which would not result in a Material Adverse Affect to such business, without any known conflict with or infringement of the rights of others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. To its knowledge after reasonable investigation, the Company has not violated nor, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights, or trade secrets or other proprietary rights of any other person or entity and the Company has not received any communication alleging such a violation or alleging that the conduct of the business as proposed to be conducted, would constitute such a violation. The Company has a valuable body of trade secrets, including know-how, concepts, computer programs and other technical data and proprietary rights and processes (the “Proprietary Information”) for the development, manufacture and sale of its products. To its knowledge, the Company has the right to use the Proprietary Information free and clear of any rights, liens, encumbrances or claims of others, except that the possibility exists that other persons may have independently developed trade secrets or technical information similar or identical to those of the Company. Since its organization, the Company has taken reasonable measures to protect the value (and, to the extent applicable, the confidentiality and security) of all Proprietary Information. The Company is not aware of any such independent development nor of any misappropriation of its Proprietary Information. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company or that would conflict with the Company’s business as proposed to be conducted. Neither the execution nor delivery of this Agreement nor the Note nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as proposed, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company. Set forth in the Schedule of Exceptions is a list of all patents, trademarks and licenses of the Company.

(b) Each past and current employee and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms provided to Investors’ counsel. The Company, after reasonable investigation, is not aware that any of its employees or officers is in violation thereof, and the Company will use its commercially reasonable efforts to prevent any such violation. All past and current consultants to or vendors of the Company with access to confidential information of the Company are or were parties to a written agreement substantially in the Company’s form under which, among other things, each such consultant or vendor is obligated to maintain the confidentiality of confidential information of the Company. The Company, after reasonable investigation, is not aware that any of its consultants or vendors are in violation thereof, and the Company will use its commercially reasonable efforts to prevent any such violation. No employee or consultant subject to any obligations under a similar agreement with another company that could adversely effect such person’s or the Company’s ability to engage in the Company’s business as conducted.

3.10 Taxes. The Company has timely filed all tax returns and reports as required by law. Such returns and reports are true and correct in all material respects. The Company has paid all taxes and other assessments due, except those contested by it in good faith that are listed in the Schedule of Exceptions. To the Company’s knowledge, the income tax returns of the Company have never been audited by local, state or federal authorities, and the Company has not been advised that any of its returns are presently being audited. The Company is not a party to any pending action or proceeding, nor, to the knowledge of the

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Company, is any such action or proceeding threatened by any governmental authority for the assessment or collection of taxes, interest, penalties, assessments, or deficiencies for such taxes, and no claim for assessment or collection of taxes, interest, penalties, assessments, or deficiencies for such taxes has been asserted against the Company. No material issue has been raised by any federal, state, local, or foreign taxing authority in connection with an audit or examination of the tax returns, reports, business, or properties of the Company which has not been settled or resolved. The Company has not agreed to extend the statue of limitations with respect to any tax period or the review or audit of any tax return. The Company has not made or agreed (or been required) to make any adjustment or change in accounting method. No material special charges, penalties, fines, liens, or similar encumbrances have been asserted against the Company with respect to the payment or failure to pay any taxes which have not been paid or received without further liability to the Company. Proper and accurate amounts have been withheld by the Company from its employees for all periods in compliance with the withholding provisions of applicable federal, state and local tax laws.

3.11 Private Offering. Neither the Company nor anyone acting on its behalf will offer the Note or any similar securities for issuance or sale to, or solicit any offering to acquire any of the same from, anyone so as to make the sale and issuance of the Note subject to the registration requirements of Section 5 of the Securities Act. Assuming the accuracy of the representations and warranties of Century contained in Section 4 hereof, the offer, sale, and issuance of the Note will be exempt from the registration requirements of the Securities Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable state securities laws.

3.12 Full Disclosure. The Company has fully provided Century with all the information that Century has reasonably requested for deciding whether to enter into this Agreement and all information which the Company believes is reasonably necessary to enable Century to make such decision. Neither this Agreement nor the Note nor any other statements or certificates made or delivered in connection herewith contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading when all such documents are read together as a whole.

4. Representations and Warranties of Century. Except as contemplated by this Agreement, Century represents and warrants to the Company as of the date hereof as follows:

4.1 Corporate Organization. Century is a corporation duly incorporated, validly existing and in good standing under the laws of Japan. Century is duly qualified to do business in Japan. Century is duly licensed or qualified and is in good standing as a foreign corporation in each jurisdiction in which such licensing or qualification is required by law or wherein the nature of the business transacted by it or the nature of the property owned or leased by it otherwise makes such licensing or qualification necessary, other than to the extent that fail