AS MAY BE REQUIRED UNDER
APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND THE LAWS OF ANY FOREIGN
COUNTRY, AND (II) SUCH OTHER CONSENTS, AUTHORIZATIONS, FILINGS, APPROVALS AND
REGISTRATIONS WHICH, IF NOT OBTAINED OR MADE, WOULD NOT BE REASONABLY LIKELY TO
HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF THE PURCHASER TO EXECUTE AND
DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
4.3
EXEMPT OFFERING; ACQUISITION FOR INVESTMENT.
4.3.1
THE PURCHASER IS ACQUIRING THE SHARES SOLELY FOR THE PURCHASER'S
OR ITS DESIGNATED AFFILIATE'S OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO,
OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING OF
THE SECURITIES ACT. THE PURCHASER FURTHER REPRESENTS THAT THE PURCHASER DOES NOT
HAVE ANY PRESENT INTENTION OF SELLING, OFFERING TO SELL OR OTHERWISE DISPOSING
OF OR DISTRIBUTING THE SHARES OR ANY PORTION THEREOF. THE PURCHASER ACKNOWLEDGES
AND UNDERSTANDS THAT THE ENTIRE LEGAL AND BENEFICIAL INTEREST OF THE SHARES THE
PURCHASER IS ACQUIRING IS BEING PURCHASED FOR, AND WILL BE HELD FOR THE ACCOUNT
OF, THE PURCHASER OR ITS DESIGNATED AFFILIATE ONLY AND NEITHER IN WHOLE NOR IN
PART FOR ANY OTHER PERSON. THE PURCHASER UNDERSTANDS THAT THE SHARES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OR OTHER SECURITIES LAWS IN RELIANCE ON
SPECIFIC EXEMPTIONS THEREFROM, WHICH EXEMPTIONS DEPEND UPON, AMONG OTHER THINGS,
THE BONA FIDE NATURE OF THE PURCHASER'S INVESTMENT INTENT AS EXPRESSED HEREIN.
4.3.2
THE PURCHASER REPRESENTS THAT, ASSUMING THE ACCURACY OF THE
REPRESENTATIONS SET FORTH IN SECTION 3.2 HEREOF ON THE CLOSING DATE, IT
(INCLUDING ANY CONTROLLED AFFILIATES) WILL NOT HOLD GREATER THAN 10% OF THE
OUTSTANDING VOTING SHARES OF THE COMPANY AS A RESULT OF THE AGREEMENT. PURCHASER
FURTHER REPRESENTS THAT AT THE TIME OF ACQUISITION OF THE SHARES, THE PURCHASER
HAS NO INTENTION OF PARTICIPATING IN THE FORMULATION, DETERMINATION, OR
DIRECTION OF THE BASIC BUSINESS DECISIONS OF COMPANY AND THUS IS ACQUIRING THE
SHARES SOLELY FOR THE PURPOSE OF INVESTMENT PURSUANT TO 15 U.S.C. SEC.
18A(C)(9), AND 16 C.F.R. SECS. 801.1(I), 802.9.
4.3.3
THE SHARES WERE NOT OFFERED TO THE PURCHASER THROUGH, AND THE
PURCHASER IS NOT AWARE OF, ANY FORM OF GENERAL SOLICITATION OR GENERAL
ADVERTISING, INCLUDING, WITHOUT LIMITATION, (I) ANY ADVERTISEMENT, ARTICLE,
NOTICE OR OTHER COMMUNICATION PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR
MEDIA OR BROADCAST OVER TELEVISION OR RADIO, AND (II) ANY SEMINAR OR MEETING
WHOSE ATTENDEES HAVE BEEN INVITED BY ANY GENERAL SOLICITATION OR GENERAL
ADVERTISING.
4.3.4
THE PURCHASER IS AN "ACCREDITED" INVESTOR AS DEFINED IN
REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
4.3.5
THE PURCHASER FURTHER ACKNOWLEDGES AND UNDERSTANDS THAT THE
SHARES MUST BE HELD INDEFINITELY UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER
THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE, AND THE
TRANSFER COMPLIES WITH THE RESTRICTIONS SET FORTH IN THE RIGHTS AGREEMENT. THE
PURCHASER UNDERSTANDS THAT THE CERTIFICATE(S) EVIDENCING THE SHARES WILL BE
IMPRINTED WITH A LEGEND THAT SETS FORTH THE RESTRICTIONS ON TRANSFER. THE
PURCHASER UNDERSTANDS THAT
10
THE COMPANY IS UNDER NO OBLIGATION TO REGISTER ANY