other Transaction Document or any agreement
of any such other third party purchaser, and no action taken by either of the
Purchasers pursuant hereto or any other third party purchaser pursuant thereto,
shall be deemed to constitute the Purchasers or any such other third party
purchasers as a partnership, an association, a joint venture or any other kind
of entity, or create a presumption that the Purchasers or any such other third
party purchasers are in any way acting in concert or as a group with respect to
any matters. Each of the Purchasers shall be entitled to independently protect
and enforce its rights, including, without limitation, the rights arising out of
this Agreement or out of any of the other Transaction Documents, and it shall
not be necessary for any such other third party purchasers to be joined as an
additional party in any proceeding for such purpose. To the extent that any such
other third party purchasers purchase the same or similar securities as a
Purchaser hereunder or on the same or similar terms and conditions or pursuant
to the same or similar documents, all such matters are solely in the control of
the Company, not the action or decision of the Purchasers, and would be solely
for the convenience of the Company and not because it was required or requested
to do so by either of the Purchasers or any such other third party purchaser.
11
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH PURCHASER HEREBY, AS TO
ITSELF ONLY AND FOR NO OTHER PURCHASER, REPRESENTS AND WARRANTS TO THE COMPANY
AS FOLLOWS:
ORGANIZATION; AUTHORITY.
SUCH PURCHASER IS AN ENTITY DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION WITH THE REQUISITE POWER AND AUTHORITY TO ENTER INTO AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND
OTHERWISE TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THE PURCHASE
BY SUCH PURCHASER OF THE SHARES AND THE WARRANTS HEREUNDER HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF SUCH PURCHASER.
THIS
AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY SUCH PURCHASER AND CONSTITUTES
THE VALID AND BINDING OBLIGATION OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS.
INVESTMENT INTENT.
SUCH PURCHASER IS ACQUIRING THE SECURITIES AS PRINCIPAL FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING
SUCH SECURITIES OR ANY PART THEREOF, WITHOUT PREJUDICE, HOWEVER, TO SUCH
PURCHASER'S RIGHT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, AT ALL TIMES TO
SELL OR OTHERWISE DISPOSE OF ALL OR ANY PART OF SUCH SECURITIES PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNDER AN EXEMPTION
FROM SUCH REGISTRATION AND IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE
SECURITIES LAWS.
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED THE SHARES AND THE
WARRANTS, IT WAS, AND AT THE DATE HEREOF IT IS, AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
EXPERIENCE OF SUCH