THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE OR PARTNERSHIP
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.
(B)
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.
NOTHING CONTAINED HEREIN SHALL BE
DEEMED A REPRESENTATION OR WARRANTY BY SUCH PURCHASER TO HOLD SECURITIES FOR ANY
PERIOD OF TIME.
12
(C)
PURCHASER STATUS; INFORMATION.
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.
THE
INFORMATION PROVIDED BY SUCH PURCHASER IN ITS QUESTIONNAIRE (AS DEFINED BELOW)
IS TRUE AND CORRECT.
(D)
EXPERIENCE OF SUCH PURCHASER.
SUCH PURCHASER, EITHER ALONE OR
TOGETHER WITH ITS REPRESENTATIVES HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT IN THE SECURITIES, AND HAS SO
EVALUATED THE MERITS AND RISKS OF SUCH INVESTMENT.
SUCH PURCHASER IS ABLE TO
BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES AND, AT THE PRESENT
TIME, IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
(E)
RESTRICTION ON SHORT SALES AND HEDGING.
SUCH PURCHASER WILL NOT
SELL, OFFER TO SELL, SOLICIT OFFERS TO BUY, DISPOSE OF, LOAN, PLEDGE OR GRANT
ANY RIGHT WITH RESPECT TO (COLLECTIVELY, A "DISPOSITION"), THE COMMON STOCK IN
VIOLATION OF THE SECURITIES ACT, NOR WILL SUCH PURCHASER ENGAGE IN ANY HEDGING
OR OTHER TRANSACTION WHICH IS DESIGNED TO OR COULD REASONABLY BE EXPECTED TO
LEAD TO OR RESULT IN A DISPOSITION OF COMMON STOCK BY THE PURCHASER OR ANY OTHER
PERSON OR ENTITY IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE OTHER THAN TO
THE EXTENT SUCH PURCHASER HAS AN OFFSETTING POSITION IN OR BENEFICIAL OWNERSHIP
OF THE COMMON STOCK.
ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
SECURITIES MAY ONLY BE DISPOSED OF PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN
COMPLIANCE WITH ANY