THEREOF.
SUCH
PURCHASER UNDERSTANDS THAT IT MAY BE DEEMED AN "UNDERWRITER" UNDER THE ACT IN
CONNECTION WITH ANY SUCH DISTRIBUTION AND, UNDER SUCH CIRCUMSTANCES, SUCH
PURCHASER MAY BE SUBJECT TO VARIOUS STATUTORY REQUIREMENTS AND SEC REGULATIONS.
NEITHER IT NOR ANY OF ITS AFFILIATES NOR ANY ENTITY MANAGED BY IT HAS, WITH THE
COMPANY OR ANY THIRD PARTY, ANY PLANS OR AGREEMENTS TO RESELL OR OTHERWISE
DISTRIBUTE THE SHARES.
4.3
NO RELIANCE; CONFIDENTIALITY OF
INFORMATION.
IT HAS RELIED SOLELY UPON ITS OWN INVESTIGATIONS AND DILIGENCE,
INCLUDING A REVIEW OF THE COMPANY'S PUBLICLY FILED REPORTS WITH THE COMMISSION,
THE REGISTRATION STATEMENT (INCLUDING EXHIBITS), THE PROSPECTUS AND THE
AGREEMENT, AND NOT UPON ANY OTHER INFORMATION PROVIDED BY OR ON BEHALF OF THE
COMPANY IN MAKING THE DECISION TO PURCHASE THE SHARES.
IT UNDERSTANDS AND
ACKNOWLEDGES THAT NEITHER THE COMPANY NOR ANY OF THE COMPANY'S REPRESENTATIVES,
AGENTS OR ATTORNEYS IS MAKING OR HAS MADE AT ANY TIME ANY WARRANTIES OR
REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO
ANY MATTER OR THE COMMON STOCK, EXCEPT AS EXPRESSLY SET FORTH HEREIN.
4.4
ORGANIZATION AND STANDING; CERTIFICATE AND
BYLAWS.
SUCH PURCHASER IS A CORPORATION, LIMITED LIABILITY COMPANY OR OTHER
ENTITY DULY ORGANIZED AND EXISTING UNDER, AND BY VIRTUE OF, THE LAWS OF THE
STATE OF ITS INCORPORATION, FORMATION OR ORGANIZATION, AND IS IN GOOD STANDING
UNDER SUCH LAWS.
4.5
CORPORATE POWER; AUTHORIZATION.
SUCH
PURCHASER HAS ALL REQUISITE POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS
AGREEMENT; TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY; AND TO CARRY OUT
AND PERFORM ITS OBLIGATIONS UNDER THE TERMS HEREOF.
THIS AGREEMENT HAS BEEN
DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH PURCHASER, AND CONSTITUTES A
VALID AND LEGALLY BINDING AGREEMENT, ENFORCEABLE AGAINST SUCH PURCHASER IN
ACCORDANCE WITH ITS TERMS.
4.6
COMPLIANCE.
THE EXECUTION, DELIVERY, AND
PERFORMANCE OF AND COMPLIANCE WITH THIS AGREEMENT AND THE PURCHASE OF THE SHARES
BY SUCH PURCHASER HAVE NOT RESULTED AND WILL NOT RESULT IN (I) ANY VIOLATION OF,
CONFLICT WITH OR THE TERMINATION OF ANY RIGHT, THE LOSS OF ANY BENEFIT OR A
DEFAULT (WITH OR WITHOUT NOTICE AND THE PASSAGE OF TIME) UNDER (X) SUCH
PURCHASER'S CORPORATE CHARTER OR BY-LAWS OR OTHER ORGANIZATIONAL DOCUMENTS, AS
APPLICABLE, OR (Y) ANY AGREEMENTS TO WHICH SUCH PURCHASER IS A PARTY, OR ANY
APPLICABLE STATUTE, RULE, REGULATION, ORDER OR RESTRICTION OF PURCHASER'S PLACE
OF ORGANIZATION, THE UNITED SATES OR ANY STATE OR OTHER POLITICAL SUBDIVISION
THEREOF OR OF ANY GOVERNMENTAL ENTITY OR AGENCY THEREOF, OR (II) THE CREATION OF
ANY MORTGAGE, PLEDGE, LIEN, ENCUMBRANCE, OR CHARGE UPON ANY OF THE PROPERTIES OR
ASSETS OF SUCH PURCHASER THAT, IN THE CASE OF ANY SUCH MATTER REFERRED TO IN
EITHER CLAUSE (I) OR (II), WOULD REASONABLY BE EXPECTED TO HAVE AN ADVERSE
EFFECT UPON ITS ABILITY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
4.7
GOVERNMENTAL CONSENT, ETC.
NO CONSENT,
APPROVAL OR AUTHORIZATION OF OR DESIGNATION, DECLARATION OR FILING WITH ANY
GOVERNMENTAL AUTHORITY ON THE PART OF SUCH PURCHASER IS REQUIRED IN CONNECTION
WITH THE VALID EXECUTION AND DELIVERY OF