provides
the Company with reasonable assurance that the Common Shares can be sold,
assigned or transferred pursuant to Rule 144(k).
(I)
VALIDITY; ENFORCEMENT.
THIS AGREEMENT AND THE REGISTRATION
RIGHTS AGREEMENT HAVE BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED AND DELIVERED
ON BEHALF OF SUCH BUYER AND SHALL CONSTITUTE THE LEGAL, VALID AND BINDING
OBLIGATIONS OF SUCH BUYER ENFORCEABLE AGAINST SUCH BUYER IN ACCORDANCE WITH
THEIR RESPECTIVE TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY GENERAL
PRINCIPLES OF EQUITY OR TO APPLICABLE BANKRUPTCY, INSOLVENCY,
4
REORGANIZATION, MORATORIUM, LIQUIDATION AND OTHER SIMILAR LAWS RELATING TO, OR
AFFECTING GENERALLY, THE ENFORCEMENT OF APPLICABLE CREDITORS' RIGHTS AND
REMEDIES.
(J)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH
BUYER OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND THE
CONSUMMATION BY SUCH BUYER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
WILL NOT (I) RESULT IN A VIOLATION OF THE ORGANIZATIONAL DOCUMENTS OF SUCH BUYER
OR (II) CONFLICT WITH, OR CONSTITUTE A DEFAULT (OR AN EVENT WHICH WITH NOTICE OR
LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT) UNDER, OR GIVE TO OTHERS ANY
RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR CANCELLATION OF, ANY
AGREEMENT, INDENTURE OR INSTRUMENT TO WHICH SUCH BUYER IS A PARTY, OR (III)
RESULT IN A VIOLATION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT
OR DECREE
(INCLUDING FEDERAL AND STATE SECURITIES LAWS) APPLICABLE TO SUCH BUYER, EXCEPT
IN THE CASE OF CLAUSES (II) AND (III) ABOVE, FOR SUCH CONFLICTS, DEFAULTS,
RIGHTS OR VIOLATIONS WHICH WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF SUCH
BUYER TO PERFORM ITS OBLIGATIONS HEREUNDER.
(K)
RESIDENCY.
SUCH BUYER IS A RESIDENT OF THAT JURISDICTION
SPECIFIED BELOW ITS ADDRESS ON THE SCHEDULE OF BUYERS.
(L)
CERTAIN TRADING ACTIVITIES.
OTHER THAN WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREIN, SINCE THE TIME THAT SUCH BUYER WAS FIRST
CONTACTED BY THE COMPANY, ANY OF THE AGENTS OR ANY OTHER PERSON REGARDING THIS
INVESTMENT IN THE COMPANY NEITHER THE BUYER NOR ANY AFFILIATE (AS DEFINED BY
RULE 405 PROMULGATED PURSUANT TO THE 1933 ACT)OF SUCH BUYER WHICH (X) HAD
KNOWLEDGE OF THE TRANSACTIONS CONTEMPLATED HEREBY, (Y) HAS OR SHARES DISCRETION
RELATING TO SUCH BUYER'S INVESTMENTS OR TRADING OR INFORMATION CONCERNING SUCH
BUYER'S INVESTMENTS AND (Z) IS SUBJECT TO SUCH BUYER'S REVIEW OR INPUT
CONCERNING SUCH AFFILIATE'S INVESTMENTS OR TRADING (COLLECTIVELY, "TRADING
AFFILIATES") HAS DIRECTLY OR INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF
OR PURSUANT TO ANY UNDERSTANDING WITH SUCH BUYER OR TRADING AFFILIATE, EFFECTED
OR AGREED TO EFFECT ANY PURCHASE OR SALE OF THE SECURITIES OF THE COMPANY.
SUCH
BUYER HEREBY COVENANTS AND AGREES NOT TO, AND SHALL CAUSE ITS TRADING AFFILIATES
NOT TO, ENGAGE, DIRECTLY OR INDIRECTLY, IN ANY PURCHASE OR SALE OF THE
SECURITIES OF THE COMPANY OR INVOLVING THE COMPANY'S SECURITIES DURING THE
PERIOD FROM THE DATE HEREOF UNTIL SUCH TIME AS (I) THE SECOND PRESS RELEASE IS
MADE AS DESCRIBED IN SECTION 4(G) HEREOF OR (II) THIS AGREEMENT IS TERMINATED IN
FULL