AUTHORIZATION, EXECUTION AND DELIVERY BY THE OTHER PARTY HERETO, CONSTITUTES A
VALID AND LEGALLY BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE
COMPANY IN ACCORDANCE WITH ITS TERMS, EXCEPT (I) TO THE EXTENT RIGHTS TO
INDEMNITY AND CONTRIBUTION MAY BE LIMITED BY STATE OR FEDERAL SECURITIES LAWS OR
THE PUBLIC POLICY UNDERLYING SUCH LAWS, (II) ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, FRAUDULENT CONVEYANCE,
MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' AND CONTRACTING PARTIES' RIGHTS
GENERALLY AND (III) ENFORCEABILITY MAY BE LIMITED BY GENERAL PRINCIPLES OF
EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING
IN EQUITY OR AT LAW).
2.4.
NON-CONTRAVENTION. THE EXECUTION AND DELIVERY OF THIS AGREEMENT,
THE ISSUANCE AND SALE OF THE SHARES TO BE SOLD BY THE COMPANY UNDER THIS
AGREEMENT, THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT
(A) CONFLICT WITH OR CONSTITUTE A VIOLATION OF, OR DEFAULT (WITH OR WITHOUT THE
GIVING OF NOTICE OR THE PASSAGE OF TIME OR BOTH) UNDER, (I) ANY MATERIAL BOND,
DEBENTURE, NOTE OR OTHER EVIDENCE OF INDEBTEDNESS, OR UNDER ANY MATERIAL LEASE,
INDENTURE, MORTGAGE, DEED OF TRUST, LOAN AGREEMENT, JOINT VENTURE OR OTHER
AGREEMENT OR INSTRUMENT TO WHICH THE COMPANY IS A PARTY OR BY WHICH IT OR ITS
PROPERTIES ARE BOUND, (II) THE CERTIFICATE OF INCORPORATION OR BY-LAWS OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES, OR (III) ANY LAW, ADMINISTRATIVE REGULATION,
ORDINANCE OR ORDER OF ANY COURT OF COMPETENT JURISDICTION OR GOVERNMENTAL
AGENCY, ARBITRATION PANEL OR AUTHORITY APPLICABLE TO THE COMPANY, ANY OF ITS
SUBSIDIARIES OR THEIR RESPECTIVE PROPERTIES, WHICH CONFLICT, VIOLATION OR
DEFAULT WOULD BE LIKELY TO RESULT IN A MATERIAL ADVERSE EFFECT, OR (B) RESULT IN
THE CREATION OR IMPOSITION OF ANY LIEN, ENCUMBRANCE, CLAIM, SECURITY INTEREST OR
RESTRICTION WHATSOEVER UPON ANY OF THE MATERIAL PROPERTIES OR ASSETS OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR AN ACCELERATION OF INDEBTEDNESS PURSUANT
TO ANY OBLIGATION, AGREEMENT OR CONDITION CONTAINED IN ANY MATERIAL BOND,
DEBENTURE, NOTE OR ANY OTHER EVIDENCE OF INDEBTEDNESS OR ANY MATERIAL INDENTURE,
MORTGAGE, DEED OF TRUST OR ANY OTHER AGREEMENT OR INSTRUMENT TO WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR BY WHICH THE COMPANY OR ANY OF
ITS SUBSIDIARIES IS BOUND OR TO WHICH ANY OF THE PROPERTY OR ASSETS OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES IS SUBJECT.
NO CONSENT, APPROVAL,
AUTHORIZATION OR OTHER ORDER OF, OR REGISTRATION, QUALIFICATION OR FILING WITH,
ANY REGULATORY BODY, ADMINISTRATIVE AGENCY, SELF-REGULATORY ORGANIZATION, STOCK
EXCHANGE OR MARKET, OR OTHER GOVERNMENTAL BODY IN THE UNITED STATES IS REQUIRED
FOR THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THE VALID ISSUANCE AND SALE OF
THE SHARES TO BE SOLD PURSUANT TO THIS AGREEMENT OTHER THAN SUCH AS HAVE BEEN
MADE OR OBTAINED, ARE DISCLOSED IN SCHEDULE 2.4 OR FOR ANY SECURITIES FILINGS
REQUIRED TO BE MADE UNDER FEDERAL OR STATE SECURITIES LAWS.
2.5.
REPORTING STATUS.
THE COMPANY HAS FILED IN A TIMELY MANNER ALL