BOARD OF GOVERNORS OF THE FEDERAL RESERVE
SYSTEM OF THE UNITED STATES OF AMERICA, INCLUDING REGULATION T, U OR X.
3.2
REPRESENTATIONS AND WARRANTIES OF THE INVESTORS. EACH INVESTOR
HEREBY, AS TO ITSELF ONLY AND FOR NO OTHER INVESTOR, REPRESENTS AND WARRANTS TO
THE COMPANY AS FOLLOWS:
(A)
ORGANIZATION; AUTHORITY. SUCH INVESTOR IS AN ENTITY DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER 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 INVESTOR OF THE
SECURITIES HEREUNDER HAS BEEN DULY AUTHORIZED BY ALL NECESSARY ACTION ON THE
PART OF SUCH INVESTOR. THIS AGREEMENT HAS BEEN DULY EXECUTED AND DELIVERED BY
SUCH INVESTOR AND CONSTITUTES THE VALID AND BINDING OBLIGATION OF SUCH INVESTOR,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT AS MAY BE LIMITED BY
(I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER LAWS OF GENERAL
APPLICATION RELATING TO OR AFFECTING THE ENFORCEMENT OF CREDITORS RIGHTS
GENERALLY AND (II) THE EFFECT OF RULES OF LAW GOVERNING THE AVAILABILITY OF
SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES.
(B)
NO PUBLIC SALE OR DISTRIBUTION; INVESTMENT INTENT. SUCH INVESTOR
IS ACQUIRING THE SECURITIES IN THE ORDINARY COURSE OF BUSINESS FOR ITS OWN
ACCOUNT AND NOT WITH A VIEW TOWARDS, OR FOR RESALE IN CONNECTION WITH, THE
PUBLIC SALE OR DISTRIBUTION THEREOF, AND SUCH INVESTOR DOES NOT HAVE A PRESENT
ARRANGEMENT TO EFFECT ANY DISTRIBUTION OF THE SECURITIES TO OR THROUGH ANY
PERSON OR ENTITY.
(C)
INVESTOR STATUS. AT THE TIME SUCH INVESTOR WAS OFFERED THE
SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS, AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
THE INVESTORS COVENANT THAT THE SECURITIES WILL ONLY BE DISPOSED
OF PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, AND IN COMPLIANCE WITH
THE REQUIREMENTS OF, THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN COMPLIANCE WITH
ANY APPLICABLE STATE SECURITIES LAWS. IN CONNECTION WITH ANY TRANSFER OF
SECURITIES OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR TO THE
COMPANY, THE COMPANY MAY REQUIRE THE TRANSFEROR TO PROVIDE TO THE COMPANY AN
OPINION OF COUNSEL SELECTED BY THE TRANSFEROR, THE FORM AND SUBSTANCE OF WHICH
OPINION SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT. NOTWITHSTANDING
THE FOREGOING, THE COMPANY HEREBY CONSENTS TO AND AGREES TO REGISTER ON THE
BOOKS OF THE COMPANY AND WITH ITS TRANSFER AGENT, WITHOUT ANY SUCH LEGAL
OPINION, EXCEPT TO THE EXTENT THAT THE TRANSFER AGENT
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REQUESTS SUCH LEGAL OPINION, ANY TRANSFER OF SECURITIES BY AN INVESTOR TO AN
AFFILIATE OF SUCH INVESTOR, PROVIDED THAT THE TRANSFEREE MAKES CUSTOMARY
REPRESENTATIONS TO COMPANY AND CERTIFIES TO THE COMPANY THAT IT IS AN