HAS BEEN DULY AND VALIDLY
EXECUTED AND DELIVERED BY PURCHASER, AND THIS AGREEMENT, AND THE TRANSACTION
DOCUMENTS TO WHICH PURCHASER IS A PARTY WILL CONSTITUTE THE VALID AND BINDING
OBLIGATION OF PURCHASER ENFORCEABLE AGAINST PURCHASER IN ACCORDANCE WITH ITS
TERMS, SUBJECT TO THE EFFECT OF BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM, OR OTHER SIMILAR LAWS RELATING TO CREDITORS' RIGHTS GENERALLY AND
GENERAL EQUITABLE PRINCIPLES.
SECTION 3.3
NO VIOLATION.
NEITHER THE
EXECUTION, DELIVERY NOR PERFORMANCE OF THIS AGREEMENT, IN ITS ENTIRETY, NOR THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY, AS OF THE CLOSING DATE,
(I) TO PURCHASER'S KNOWLEDGE, VIOLATES ("PURCHASER'S VIOLATION") IN ANY MATERIAL
RESPECT ANY LAW , ORDER, WRIT, JUDGMENT, INJUNCTION, AWARD, DECREE, RULE,
STATUTE, ORDINANCE OR REGULATION APPLICABLE TO PURCHASER, (II) IS IN CONFLICT
WITH, RESULTS IN A BREACH OR TERMINATION OF ANY PROVISION OF, CAUSES THE
ACCELERATION OF THE MATURITY OF ANY DEBT OR OBLIGATION PURSUANT TO, CONSTITUTES
A DEFAULT (OR GIVES RISE TO ANY RIGHT OF TERMINATION, CANCELLATION OR
ACCELERATION) UNDER, OR RESULTS IN THE CREATION OF ANY LIEN UPON ANY CURRENTLY
OWNED PROPERTY OF PURCHASER PURSUANT TO, ANY TERMS, CONDITIONS OR PROVISIONS OF
ANY NOTE, LICENSE, INSTRUMENT, INDENTURE, MORTGAGE, DEED OF TRUST OR OTHER
AGREEMENT OR UNDERSTANDING OR ANY OTHER RESTRICTION OF ANY KIND OR CHARACTER, TO
WHICH PURCHASER IS A PARTY OR BY WHICH ANY CURRENTLY OWNED PROPERTY OF PURCHASER
IS SUBJECT OR BOUND (COLLECTIVELY, "PURCHASER'S DEFAULT"), OR (III) CONFLICTS
("PURCHASER'S CONFLICT") WITH OR RESULTS IN ANY BREACH OF ANY PROVISION OF THE
CERTIFICATE OR ARTICLES OF INCORPORATION OR BYLAWS OF PURCHASER, WHICH
PURCHASER'S VIOLATION, PURCHASER'S DEFAULT OR PURCHASER'S CONFLICT COULD
REASONABLY BE EXPECTED TO HAVE OR BE A MATERIAL ADVERSE EFFECT ON PURCHASER.
SECTION 3.4
CONSENTS AND APPROVALS.
NO PRIOR
CONSENT, APPROVAL OR AUTHORIZATION OF, OR DECLARATION, FILING OR REGISTRATION
WITH ANY PERSON, DOMESTIC OR FOREIGN, IS REQUIRED OF OR BY PURCHASER IN
CONNECTION WITH THE EXECUTION, DELIVERY AND PERFORMANCE BY PURCHASER OF THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 3.5
INVESTMENT INTENT.
(A)
PURCHASER IS ACQUIRING THE SHARES FOR ITS OWN
ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TOWARD RESALE OR REDISTRIBUTION IN A
MANNER WHICH WOULD REQUIRE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND
PURCHASER DOES NOT PRESENTLY HAVE ANY REASON TO ANTICIPATE ANY CHANGE IN ITS
CIRCUMSTANCES OR OTHER PARTICULAR OCCASION OR EVENT WHICH WOULD CAUSE IT TO SELL
THE SHARES OR ANY PART THEREOF OR INTEREST THEREIN.
PURCHASER HAS NOT OFFERED
OR SOLD THE SHARES OR ANY PART THEREOF OR INTEREST THEREIN, AND HAS NO PRESENT
INTENTION OF DIVIDING THE SHARES WITH OTHERS OR OF RESELLING OR OTHERWISE
DISPOSING OF THE SHARES OR ANY PART THEREOF OR INTEREST THEREIN EITHER CURRENTLY
OR AFTER THE PASSAGE OF A FIXED OR DETERMINABLE PERIOD OF TIME OR UPON THE
OCCURRENCE OR NONOCCURRENCE OF ANY PREDETERMINED EVENT OR CIRCUMSTANCE.
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(B)
PURCHASER ACKNOWLEDGES THAT (I) ITS ACQUISITION
OF THE COMPANY INVOLVES A HIGH DEGREE OF RISK AND (II) IT UNDERSTANDS