shall deliver the Purchase Price to Seller,
less fees payable to Stonegate, as provided in the Escrow Agreement.
3.
SELLER REPRESENTS AND WARRANTS TO BUYER
THAT (A) SELLER IS NOT IN POSSESSION OF MATERIAL, NON-PUBLIC INFORMATION ABOUT
THE COMPANY; (B) SELLER IS THE SOLE RECORD AND BENEFICIAL OWNER OF ALL RIGHT,
TITLE AND INTEREST IN AND TO THE PURCHASED SHARES AND HAS GOOD AND VALID TITLE
TO THE PURCHASED SHARES AND SELLER HAS COMPLETE AND UNRESTRICTED POWER AND THE
UNQUALIFIED RIGHT TO SELL, ASSIGN, TRANSFER AND DELIVER THE PURCHASED SHARES TO
BUYER, AND UPON CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT,
BUYER WILL ACQUIRE GOOD AND VALID TITLE TO THE PURCHASED SHARES, FREE AND CLEAR
OF ALL LIENS AND ENCUMBRANCES, OTHER THAN THOSE IMPOSED BY THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") AND ANY APPLICABLE STATE SECURITIES
LAWS; (C) THE OFFER AND SALE OF THE PURCHASED SHARES DO NOT VIOLATE, CONFLICT
WITH OR BREACH ANY AGREEMENT, ORDER OR DECREE TO WHICH SELLER MAY BE A PARTY;
(D) THERE ARE NO LEGAL OR GOVERNMENTAL ACTIONS, SUITS OR PROCEEDINGS PENDING OR,
TO SELLER'S KNOWLEDGE, THREATENED WHICH MIGHT PREVENT OR MIGHT REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE OFFER AND SALE OF THE
PURCHASED SHARES TO BUYER; AND (E) THE OFFER AND SALE OF THE PURCHASED SHARES TO
BUYER ARE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS (ASSUMING THE ACCURACY OF BUYER'S
REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 4 BELOW); (F) THIS AGREEMENT
HAS BEEN AUTHORIZED BY ALL NECESSARY ACTION ON THE PART OF SELLER AND REPRESENTS
THE LEGAL, VALID AND BINDING OBLIGATION OF SELLER, ENFORCEABLE AGAINST SELLER IN
ACCORDANCE WITH ITS TERMS; AND (G) SELLER IS ABLE TO PAY SELLER'S DEBTS AND
OBLIGATIONS AS THEY BECOME DUE AND SELLER IS NOT INSOLVENT OR THE SUBJECT OF
BANKRUPTCY OR ANY SIMILAR PROCEEDING.
4.
BUYER HEREBY REPRESENTS AND WARRANTS
THAT BUYER IS: (A) ACQUIRING THE PURCHASED SHARES FOR ITS OWN ACCOUNT FOR
INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE OR OTHER DISPOSITION IN
CONNECTION WITH, ANY DISTRIBUTION OF ALL OR ANY PART THEREOF, EXCEPT (I) IN AN
OFFERING COVERED BY A REGISTRATION STATEMENT FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES ACT, COVERING THE PURCHASED SHARES, OR
(II) PURSUANT TO AN APPLICABLE EXEMPTION UNDER THE SECURITIES ACT; AND (B) BUYER
IS AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN SECTION 501(A) OF
REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
5.
BUYER UNDERSTANDS THAT SELLER MAY BE AN
AFFILIATE OF THE COMPANY UNDER FEDERAL SECURITIES LAWS, THAT THE PURCHASED
SHARES WILL NOT HAVE BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, THAT THE PURCHASED SHARES WILL BE CONSIDERED
"RESTRICTED SECURITIES" UNDER FEDERAL SECURITIES LAWS, AND THAT UNDER SUCH LAWS
AND APPLICABLE REGULATIONS THE PURCHASED SHARES CANNOT BE SOLD OR OTHERWISE
DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION
THEREFROM.
IN THIS CONNECTION, BUYER REPRESENTS THAT