THE STATE OF MICHIGAN THAT
ARE REQUIRED TO BE COMPLIED WITH BY HIM IN CONNECTION WITH (I) THE LEGAL
REQUIREMENTS OF THE STATE OF MICHIGAN FOR THE ACQUISITION OF THE SHARES, (II)
ANY FOREIGN EXCHANGE RESTRICTIONS IMPOSED BY THE STATE OF MICHIGAN APPLICABLE TO
SUCH ACQUISITION, (III) ANY GOVERNMENTAL OR OTHER CONSENTS OF THE STATE OF
MICHIGAN REQUIRED TO BE OBTAINED, AND (IV) THE INCOME TAX AND OTHER TAX
CONSEQUENCES, IF ANY, WHICH MAY BE RELEVANT TO THE ACQUISITION, HOLDING,
REDEMPTION, SALE OR TRANSFER OF THE SHARES.
THE PURCHASER FURTHER REPRESENTS
THAT HE (I) IS NOT A MINOR, (II) HAS THE LEGAL CAPACITY TO EXECUTE THIS STOCK
PURCHASE AGREEMENT AND HAS DONE SO WILLINGLY AND VOLUNTARILY, (III) HAS SOUGHT
AND RECEIVED THE ADVICE OF COUNSEL IN ALL MATTERS PERTAINING TO THIS STOCK
PURCHASE AGREEMENT AND (IV) HAS DULY EXECUTED AND DELIVERED THIS STOCK PURCHASE
AGREEMENT, WHICH CONSTITUTES A VALID AND BINDING OBLIGATION OF, THE PURCHASER
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, EXCEPT AS RIGHTS TO INDEMNITY AND
CONTRIBUTION MAY BE LIMITED BY STATE, FEDERAL OR FOREIGN LAWS OR THE PUBLIC
POLICY UNDERLYING SUCH LAWS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING CREDITORS' AND CONTRACTING PARTIES' RIGHTS GENERALLY, AND EXCEPT AS
ENFORCEABILITY MAY BE SUBJECT TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF
WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
SECTION 7.
ADDITIONAL AGREEMENTS.
7.1
PROSPECTUS SUPPLEMENT.
THE COMPANY HEREBY
COVENANTS AND AGREES THAT:
(A)
THE SHARES SHALL BE ISSUED PURSUANT TO THE
COMPANY'S REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-84566) DECLARED
EFFECTIVE BY THE SEC ON JANUARY 15, 2003 (THE "INITIAL REGISTRATION STATEMENT");
(B)
AS OF THE DATE HEREOF, NO STOP ORDER
SUSPENDING THE EFFECTIVENESS OF THE
7
Initial Registration Statement or any post-effective amendment thereto has been
issued and no proceeding for that purpose has been initiated by the SEC;
(C)
NOT LATER THAN THE SECOND BUSINESS DAY
FOLLOWING THE DATE HEREOF, THE COMPANY SHALL FILE WITH THE SEC, A PROSPECTUS
SUPPLEMENT PURSUANT TO RULE 424(B) (THE "PROSPECTUS SUPPLEMENT");
(D)
THE SHARES ARE LISTED ON THE NASDAQ NATIONAL
MARKET PURSUANT TO A NOTIFICATION FORM FOR THE LISTING OF ADDITIONAL SHARES,
WHICH HAS BEEN PREVIOUSLY FILED WITH NASDAQ BY THE COMPANY; AND
(E)
THE COMPANY SHALL BEAR ALL EXPENSES IN
CONNECTION WITH THE AUTHORIZATION, ISSUANCE, SALE, PREPARATION AND DELIVERY OF
THE SHARES, INCLUDING THE FILING OF THE PROSPECTUS SUPPLEMENT.
SECTION 8.
SURVIVAL OF REPRESENTATIONS,
WARRANTIES AND AGREEMENTS; INDEMNIFICATION.
8.1
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
AGREEMENTS.
NOTWITHSTANDING ANY INVESTIGATION MADE BY ANY PARTY TO THIS STOCK
PURCHASE AGREEMENT, ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES
MADE BY THE COMPANY AND THE PURCHASER HEREIN SHALL SURVIVE THE EXECUTION HEREOF,
THE DELIVERY TO THE PURCHASER OF THE SHARES BEING PURCHASED AND THE PAYMENT
THEREFOR.
8.2
INDEMNIFICATION BY THE COMPANY.
(A) THE
COMPANY HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD THE PURCHASER HARMLESS FROM
AND AGAINST ANY DAMAGES, LIABILITIES, LOSSES AND EXPENSES (INCLUDING REASONABLE
ATTORNEYS' FEES AND EXPENSES) THAT