BRING TO BEAR ON THE PURCHASE OF THE SECURITIES CONTEMPLATED HEREBY,
IS SUFFICIENTLY KNOWLEDGEABLE, SOPHISTICATED AND EXPERIENCED IN INVESTMENT
MATTERS TO EVALUATE THE MERITS AND RISKS OF PURCHASING AND HOLDING THE
SECURITIES.
(B)
PURCHASER IS ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT FOR
INVESTMENT ONLY AND WITH NO PRESENT INTENTION OF RESELLING OR DISTRIBUTING SUCH
SECURITIES IN VIOLATION OF THE SECURITIES ACT.
PURCHASER HAS NO ARRANGEMENTS OR
UNDERSTANDINGS WITH ANY OTHER PERSON, GROUP OR ENTITY REGARDING THE TRANSFER,
RESALE OR DISTRIBUTION OF ANY SUCH SECURITIES IN VIOLATION OF THE SECURITIES
ACT.
(C)
PURCHASER WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL, PLEDGE,
TRANSFER OR OTHERWISE DISPOSE OF (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR
OTHERWISE ACQUIRE OR TAKE A PLEDGE OF) ANY OF THE SECURITIES PURCHASED HEREUNDER
EXCEPT AS PERMITTED BY THIS AGREEMENT AND IN COMPLIANCE WITH THE SECURITIES ACT,
APPLICABLE BLUE SKY LAWS, AND THE RULES AND REGULATIONS PROMULGATED THERE UNDER.
(D)
PURCHASER IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OR A "QUALIFIED
INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A PROMULGATED UNDER THE
SECURITIES ACT.
(E)
PURCHASER HAS FULL RIGHT, POWER, AUTHORITY AND CAPACITY TO ENTER
INTO THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND
HAS TAKEN ALL NECESSARY ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND
PERFORMANCE OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.
UPON THE EXECUTION
AND DELIVERY OF THIS AGREEMENT BY EACH PURCHASER, THIS AGREEMENT SHALL
CONSTITUTE A VALID AND BINDING OBLIGATION OF SUCH PURCHASER, ENFORCEABLE AGAINST
SUCH PURCHASER IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT (I) ENFORCEABILITY MAY
BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
SIMILAR LAWS RELATING TO OR AFFECTING THE ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY, (II) ENFORCEABILITY MAY BE LIMITED BY EQUITABLE PRINCIPLES GENERALLY,
AND (III) ENFORCEABILITY OF THOSE PROVISIONS OF SECTION 8.2 RELATING TO
INDEMNITY MAY BE LIMITED UNDER APPLICABLE LAW OR FOR REASONS OF PUBLIC POLICY.
5.2
RESTRICTIONS ON TRANSFER.
FOR SO LONG AS THE COMPANY COMPLIES IN
ALL MATERIAL RESPECTS WITH ALL OF THE PROVISIONS OF SECTION 8.1 HEREOF, EXCEPT
AS SET FORTH BELOW, DURING THE PERIOD BEGINNING ON THE DATE HEREOF AND ENDING ON
THE DATE THAT THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE SEC, EACH
PURCHASER COVENANTS AND AGREES NOT TO, AND WILL CAUSE ITS OFFICERS, DIRECTORS
AND AFFILIATES NOT TO, OFFER, SELL, CONTRACT TO SELL, PLEDGE OR OTHERWISE
DISPOSE OF, DIRECTLY OR INDIRECTLY, ANY OF THE SECURITIES, ENTER INTO A
TRANSACTION WHICH WOULD HAVE THE SAME
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EFFECT, OR ENTER INTO ANY SWAP OR OTHER ARRANGEMENT THAT TRANSFERS, IN WHOLE OR
IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF ANY OF THE SECURITIES,
WHETHER ANY SUCH AFOREMENTIONED TRANSACTION IS TO BE SETTLED BY DELIVERY OF THE
SECURITIES OR SUCH OTHER SECURITIES, IN CASH OR OTHERWISE, OR PUBLICLY DISCLOSE
THE INTENTION TO MAKE ANY SUCH OFFER, SALE, PLEDGE OR DISPOSITION, OR TO ENTER
INTO ANY SUCH TRANSACTION, SWAP OR OTHER ARRANGEMENT; PROVIDED, HOWEVER, THAT
THE FOREGOING COVENANTS SHALL