REPRESENTS AND WARRANTS AS OF THE DATE HEREOF AND AS OF THE CLOSING DATE TO THE
COMPANY AS FOLLOWS:
(A)
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 FULL RIGHT, 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 EXECUTION, DELIVERY AND PERFORMANCE BY
SUCH PURCHASER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE OR SIMILAR ACTION ON THE PART OF SUCH
PURCHASER.
EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY HAS BEEN DULY
EXECUTED BY SUCH PURCHASER, AND WHEN DELIVERED BY SUCH PURCHASER IN ACCORDANCE
WITH THE TERMS HEREOF, WILL CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION
OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT
(I) AS LIMITED BY GENERAL EQUITABLE PRINCIPLES AND APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS OF GENERAL APPLICATION
AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, (II) AS LIMITED BY LAWS
RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER
EQUITABLE REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND CONTRIBUTION
PROVISIONS MAY BE LIMITED BY APPLICABLE LAW.
(B)
OWN ACCOUNT.
SUCH PURCHASER UNDERSTANDS
THAT THE SHARES ARE "RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW AND IS ACQUIRING THE
SHARES AS PRINCIPAL FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR
DISTRIBUTING OR RESELLING SUCH SHARES OR ANY PART THEREOF IN VIOLATION OF THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW, HAS NO PRESENT INTENTION
OF DISTRIBUTING ANY OF SUCH SHARES IN VIOLATION OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW AND HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY
OTHER PERSONS REGARDING
17
THE DISTRIBUTION OF SUCH SHARES (THIS REPRESENTATION AND WARRANTY NOT LIMITING
SUCH PURCHASER'S RIGHT TO SELL THE SHARES PURSUANT TO THE REGISTRATION STATEMENT
OR OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS) IN
VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW.
SUCH
PURCHASER IS ACQUIRING THE SHARES HEREUNDER IN THE ORDINARY COURSE OF ITS
BUSINESS. SUCH PURCHASER DOES NOT HAVE ANY AGREEMENT OR UNDERSTANDING, DIRECTLY
OR INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE ANY OF THE SHARES.
(C)
PURCHASER STATUS.
AT THE TIME SUCH
PURCHASER WAS OFFERED THE SHARES, IT WAS, AND AT THE DATE HEREOF IT IS, EITHER:
(I) AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1), (A)(2), (A)(3),
(A)(7) OR (A)(8) UNDER THE SECURITIES ACT OR (II) A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A(A) UNDER THE SECURITIES ACT.
SUCH PURCHASER IS
NOT REQUIRED TO BE REGISTERED AS A BROKER-DEALER UNDER SECTION 15 OF THE
EXCHANGE ACT.
(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