THE CREATION OR IMPOSITION OF ANY
LIEN UPON ANY PROPERTIES, ASSETS OR BUSINESS OF EMPLOYEE UNDER, ANY MATERIAL
CONTRACT OR ANY ORDER, JUDGMENT OR DECREE TO WHICH EMPLOYEE IS A PARTY OR BY
WHICH HER OR SHE OR ANY OF HIS OR HER ASSETS OR PROPERTIES IS BOUND OR
ENCUMBERED EXCEPT FOR SUCH VIOLATIONS, BREACHES, CONFLICTS, DEFAULTS OR OTHER
OCCURRENCES WHICH, INDIVIDUALLY OR IN THE AGGREGATE, WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT ON HIS OR HER OBLIGATION TO PERFORM HIS OR HER COVENANTS UNDER
THIS AGREEMENT.
(C)
ACCREDITED INVESTOR.
EMPLOYEE IS AN "ACCREDITED INVESTOR" AS THAT
TERM IS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT").
(D)
INVESTMENT INTENT.
THE SECURITIES ARE BEING ACQUIRED FOR THE
EMPLOYEE'S OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY, NOT AS A NOMINEE OR AGENT
AND NOT WITH A VIEW TO THE RESALE OR DISTRIBUTION OF ANY PART THEREOF, AND
EMPLOYEE HAS NO PRESENT INTENTION OF SELLING, GRANTING ANY PARTICIPATION IN OR
OTHERWISE DISTRIBUTING THE SAME.
BY EXECUTING THIS AGREEMENT, EMPLOYEE FURTHER
REPRESENTS THAT EMPLOYEE DOES NOT HAVE ANY CONTRACT, UNDERTAKING, AGREEMENT OR
ARRANGEMENT WITH ANY PERSON TO SELL, TRANSFER OR GRANT PARTICIPATION TO SUCH
PERSON OR THIRD PERSON WITH RESPECT TO ANY OF THE SECURITIES.
(E)
RESTRICTIONS ON TRANSFER.
EMPLOYEE UNDERSTANDS THAT THE
SECURITIES ARE "RESTRICTED SECURITIES" AS SUCH TERM IS DEFINED IN RULE 144 UNDER
THE SECURITIES ACT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAW, AND MAY NOT BE, DIRECTLY
OR INDIRECTLY, SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND
REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS OR THE
AVAILABILITY OF AN EXEMPTION THEREFROM.
4.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY
REPRESENTS AND WARRANTS TO EMPLOYEE AS FOLLOWS:
(A)
ORGANIZATION AND QUALIFICATION.
THE COMPANY IS DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS JURISDICTION OF
ORGANIZATION, WITH THE CORPORATE POWER AND AUTHORITY TO OWN AND OPERATE ITS
BUSINESS AS PRESENTLY CONDUCTED, EXCEPT
2
WHERE THE FAILURE TO BE OR HAVE ANY OF THE FOREGOING WOULD NOT HAVE A MATERIAL
ADVERSE EFFECT ON THE COMPANY.
THE COMPANY IS DULY QUALIFIED AS A FOREIGN
CORPORATION OR OTHER ENTITY TO DO BUSINESS AND IS IN GOOD STANDING IN EACH
JURISDICTION WHERE THE CHARACTER OF ITS PROPERTIES OWNED OR HELD UNDER LEASE OR
THE NATURE OF THEIR ACTIVITIES MAKES SUCH QUALIFICATION NECESSARY, EXCEPT FOR
SUCH FAILURES TO BE SO QUALIFIED OR IN GOOD STANDING AS WOULD NOT HAVE A
MATERIAL ADVERSE EFFECT ON THE COMPANY.
(B)
AUTHORITY; VALIDITY AND EFFECT OF AGREEMENT.
(I)
THE COMPANY HAS THE REQUISITE CORPORATE POWER AND AUTHORITY TO
EXECUTE AND DELIVER THIS AGREEMENT AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE COMPANY, THE
PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS HEREUNDER AND ALL OTHER NECESSARY
CORPORATE ACTION ON THE PART OF THE COMPANY HAVE