MORATORIUM,
LIQUIDATION AND OTHER SIMILAR LAWS RELATING TO, OR AFFECTING GENERALLY, THE
ENFORCEMENT OF APPLICABLE CREDITORS' RIGHTS AND REMEDIES.
THE EXECUTION AND
DELIVERY OF THE TRANSACTION DOCUMENTS BY THE BUYER AND THE CONSUMMATION BY THE
BUYER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, INCLUDING, WITHOUT
LIMITATION, THE PURCHASE OF THE COMMON SHARES, HAVE BEEN DULY AUTHORIZED BY THE
BUYER AND NO FURTHER FILING, CONSENT, OR AUTHORIZATION IS REQUIRED BY THE BUYER
OR ITS AFFILIATES.
(I)
NO CONFLICTS. THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
BUYER OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND THE
CONSUMMATION BY THE BUYER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY
DOES NOT AND WILL NOT (I) RESULT IN A VIOLATION OF THE ORGANIZATIONAL DOCUMENTS
OF THE BUYER, (II) CONFLICT WITH, OR CONSTITUTE A DEFAULT (OR AN EVENT WHICH
WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT) UNDER, OR GIVE TO
OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR CANCELLATION OF,
ANY AGREEMENT, INDENTURE OR INSTRUMENT TO WHICH THE BUYER IS A PARTY OR (III)
RESULT IN A VIOLATION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE
(INCLUDING FEDERAL AND STATE SECURITIES LAWS) APPLICABLE TO THE BUYER, EXCEPT IN
THE CASE OF CLAUSES (II) AND (III) ABOVE, FOR SUCH CONFLICTS, DEFAULTS, RIGHTS
OR VIOLATIONS WHICH WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF THE BUYER TO
PERFORM ITS OBLIGATIONS HEREUNDER AND CONSUMMATE THE TRANSACTIONS CONTEMPLATED
HEREBY.
5
(J)
LIMITED PUBLIC MARKET.
THE BUYER UNDERSTANDS THAT THERE IS
AND MAY, AT A FUTURE DATE, BE A LIMITED PUBLIC MARKET FOR THE COMMON SHARES, AND
THAT THE COMPANY MAKES NO ASSURANCES AS TO THE NATURE OR LIQUIDITY OF THE PUBLIC
MARKET FOR THE COMMON SHARES.
(K)
NO BROKER.
THE BUYER REPRESENTS THAT NEITHER THE BUYER NOR
ANY OF ITS AFFILIATES HAS ENGAGED ANY PLACEMENT AGENT, BROKER OR OTHER AGENT IN
CONNECTION WITH THE SALE OF THE COMMON SHARES.
(L)
ACKNOWLEDGEMENT REGARDING BUYER.
THE BUYER REPRESENTS AND
WARRANTS, AS OF IMMEDIATELY PRIOR TO THE CLOSING, THAT IT IS NOT (I) AN OFFICER
OR DIRECTOR OF THE COMPANY, (II) AN "AFFILIATE" OF THE COMPANY (AS DEFINED IN
RULE 144) OR (III) TO THE KNOWLEDGE OF THE BUYER, A "BENEFICIAL OWNER" OF MORE
THAN 10% OF THE SHARES OF COMMON STOCK (AS DEFINED FOR PURPOSES OF RULE 13D-3 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "1934 ACT")).
THE BUYER
REPRESENTS THAT IT IS A UNITED STATES PERSON (AS DEFINED BY SECTION 7701(A)(30)
OF THE INTERNAL REVENUE CODE OF THE UNITED STATES.
THE BUYER'S PRINCIPAL PLACE
OF BUSINESS IS AS IDENTIFIED IN THE PREAMBLE OF THIS AGREEMENT.
THE BUYER
REPRESENTS AND WARRANTS THAT NEITHER IT, NOR ANY OF ITS AFFILIATES, HAVE BEEN OR
ARE SUBJECT TO ANY PROCEEDINGS OR EVENT THAT CONSTITUTES A "BAD ACTOR"
DISQUALIFICATION AS SET FORTH IN RULE 506(D)(1) OF REGULATION D PROMULGATED
UNDER THE SECURITIES ACT.
(M)
DIRECTOR DESIGNEES.
THE BUYER REPRESENTS AND WARRANTS THAT EACH