OF APPLICABLE LAW, ANY MATERIAL
CONTRACT OR THE CERTIFICATE OR ARTICLES OF INCORPORATION OR BY-LAWS OF THE
INVESTOR, OR ANY JUDGMENT, ORDER, DECREE, AGREEMENT OR INSTRUMENT BINDING ON THE
INVESTOR OR ITS ASSETS.
SECTION 4.03.
GOVERNMENTAL CONSENTS
AND APPROVALS.
ASSUMING THAT ANY APPLICABLE WAITING PERIOD UNDER THE HSR ACT
HAS EXPIRED OR BEEN TERMINATED, NO APPROVAL, CONSENT OR AUTHORIZATION OF OR
FILING OR REGISTRATION WITH ANY GOVERNMENTAL AUTHORITY OR BODY IS NECESSARY FOR
THE EXECUTION, DELIVERY OR PERFORMANCE BY THE INVESTOR OF THIS AGREEMENT OR THE
REGISTRATION RIGHTS AGREEMENT OR FOR THE PERFORMANCE BY THE INVESTOR OF ANY OF
THE TERMS OR CONDITIONS HEREOF OR THEREOF, EXCEPT FOR SUCH APPROVALS, CONSENTS
OR AUTHORIZATIONS (COPIES OF WHICH HAVE BEEN DELIVERED TO THE COMPANY) AS HAVE
BEEN OBTAINED OR WILL BE OBTAINED ON OR BEFORE THE CLOSING DATE.
AS OF THE
CLOSING DATE ALL APPROVALS, CONSENTS AND AUTHORIZATIONS OF AND ALL FILINGS AND
REPRESENTATIONS WITH ANY
16
GOVERNMENTAL AUTHORITY NECESSARY FOR THE EXECUTION, DELIVERY AND PERFORMANCE BY
THE INVESTOR OF ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT OR THE
REGISTRATION RIGHTS AGREEMENT WILL HAVE BEEN OBTAINED OR MADE AND WILL BE IN
FULL FORCE AND EFFECT.
SECTION 4.04.
SECURITIES,
INVESTMENT, ACCREDITED INVESTOR.
(A)
THE INVESTOR ACKNOWLEDGES THAT THE SHARES HAVE NOT
BEEN, AND WILL NOT BE, EXCEPT PURSUANT TO THIS AGREEMENT AND THE REGISTRATION
RIGHTS AGREEMENT, REGISTERED UNDER THE SECURITIES ACT OR UNDER ANY STATE
SECURITIES LAWS, ARE BEING OFFERED AND SOLD IN RELIANCE UPON FEDERAL AND STATE
EXEMPTIONS FOR TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING AND WILL CONTAIN
THE LEGENDS RESTRICTING TRANSFER SET FORTH IN SECTION 5.06 OF THIS AGREEMENT.
(B)
THE INVESTOR IS ACQUIRING THE SHARES HEREUNDER,
SOLELY FOR INVESTMENT, SOLELY FOR INVESTOR'S OWN ACCOUNT AND NOT WITH A VIEW TO,
OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION (OTHER THAN A TRANSFER TO AN
AFFILIATE IN ACCORDANCE WITH AND SUBJECT TO THE REQUIREMENTS OF SECTION 5.13 OR
DISTRIBUTION PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AS CONTEMPLATED BY
THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT) OR OTHER DISPOSITION
THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAW.
(C)
THE INVESTOR HAS RECEIVED CERTAIN INFORMATION
CONCERNING THE COMPANY AND HAS HAD THE OPPORTUNITY TO OBTAIN ADDITIONAL
INFORMATION AS DESIRED IN ORDER TO EVALUATE THE MERITS AND THE RISKS INHERENT IN
HOLDING THE SHARES. INVESTOR IS ABLE TO BEAR THE ECONOMIC RISK AND LACK OF
LIQUIDITY INHERENT IN HOLDING THE SHARES.
(D)
THE INVESTOR IS AN "ACCREDITED INVESTOR" AS DEFINED
IN RULE 501 PROMULGATED UNDER THE SECURITIES ACT.
(E)
INVESTOR HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND
RISKS OF AN INVESTMENT IN THE SHARES AND HAS HAD ACCESS TO SUFFICIENT
INFORMATION REGARDING THE COMPANY AND ITS BUSINESS AND CONDITION TO MAKE AN
INFORMED DECISION TO PURCHASE THE SHARES.
SECTION 4.05.
INVESTOR'S
INDEPENDENT INVESTIGATION.
THE INVESTOR HAS HAD ACCESS TO, AND IS RELYING
EXCLUSIVELY ON, SUCH FINANCIAL AND OTHER INFORMATION (INCLUDING THE BUSINESS,
FINANCIAL