AMENDED, AND APPLICABLE
STATE SECURITIES LAWS, OR (B) AN OPINION OF COUNSEL, IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, THAT REGISTRATION
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IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER
SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.
The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Securities upon which it is
stamped, if, unless otherwise required by state securities laws, (i) such
Securities are registered for resale under the 1933 Act, (ii) in connection with
a sale, assignment or other transfer, such holder provides the Company with an
opinion of counsel, in a form reasonably acceptable to the Company, to the
effect that such sale, assignment or transfer of the Securities may be made
without registration under the 1933 Act, or (iii) such holder provides the
Company with reasonable assurance that the Securities can be sold, assigned or
transferred pursuant to Rule 144 promulgated under the 1933 Act, as amended (or
a successor rule thereto) ("Rule 144").
(H)
AUTHORIZATION; VALIDITY; ENFORCEMENT.
THIS AGREEMENT AND THE
REGISTRATION RIGHTS AGREEMENT HAVE BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED
AND DELIVERED ON BEHALF OF SUCH BUYER AND 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,
REORGANIZATION, MORATORIUM, LIQUIDATION AND OTHER SIMILAR LAWS RELATING TO, OR
AFFECTING GENERALLY, THE ENFORCEMENT OF APPLICABLE CREDITORS' RIGHTS AND
REMEDIES.
(I)
RESIDENCY.
SUCH BUYER IS A RESIDENT OF THAT COUNTRY OR STATE
SPECIFIED BELOW ITS ADDRESS ON THE SCHEDULE OF BUYERS.
(J)
ORGANIZATION.
SUCH BUYER IS VALIDLY EXISTING AND IN GOOD
STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION, AND HAS THE
REQUISITE POWER AND AUTHORIZATION TO EXECUTE AND DELIVER THIS AGREEMENT AND TO
CONSUMMATE THE TRANSACTION CONTEMPLATED HEREBY.
(K)
PLACEMENT AGENT.
NO BROKER'S, FINDERS' OR PLACEMENT AGENT FEES OR
COMMISSION WILL BE PAYABLE TO ANY PERSON RETAINED BY, OR ON BEHALF OF, THE
BUYERS WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREIN.
3.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY
REPRESENTS AND WARRANTS TO EACH OF THE BUYERS THAT ALL REPRESENTATIONS AND
WARRANTIES OF THE COMPANY SET FORTH BELOW ARE TRUE AND CORRECT EXCEPT AS
SPECIFICALLY SET FORTH IN THE DISCLOSURE SCHEDULE ATTACHED HERETO (THE
"DISCLOSURE SCHEDULE").
THE DISCLOSURE SCHEDULE SHALL BE ARRANGED IN PARAGRAPHS
CORRESPONDING TO THE LETTERED PARAGRAPHS CONTAINED IN THIS SECTION 3.
THE
DISCLOSURES IN ANY PARAGRAPH OF THE DISCLOSURE SCHEDULE SHALL BE DEEMED TO BE
DISCLOSED AND INCORPORATED IN ANY OTHER PARAGRAPH OF THE DISCLOSURE SCHEDULE
WHEN SUCH DISCLOSURE WOULD BE APPROPRIATE AND THE RELEVANCE OF SUCH DISCLOSURE
IS REASONABLY CLEAR FROM THE CONTEXT AND CONTENT OF THE DISCLOSURE.
5
(A)
ORGANIZATION AND QUALIFICATION.
THE COMPANY AND ITS