BE REASONABLY EXPECTED TO HAVE, INDIVIDUALLY OR IN
THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
3.2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH PURCHASER
HEREBY, AS TO ITSELF ONLY AND FOR NO OTHER PURCHASER, REPRESENTS AND WARRANTS TO
THE COMPANY AS FOLLOWS:
(A)
ORGANIZATION; AUTHORITY.
SUCH PURCHASER IS AN ENTITY DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION WITH THE REQUISITE CORPORATE, LIMITED LIABILITY COMPANY OR
PARTNERSHIP POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS
OBLIGATIONS HEREUNDER AND THEREUNDER.
THE EXECUTION, DELIVERY AND PERFORMANCE
BY SUCH PURCHASER OF THIS AGREEMENT AND EACH OTHER TRANSACTION DOCUMENT TO WHICH
IT IS A PARTY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR SIMILAR
ACTION ON THE PART OF SUCH PURCHASER.
EACH TRANSACTION DOCUMENT TO WHICH IT IS
A PARTY HAS BEEN DULY EXECUTED BY SUCH PURCHASER AND, WHEN DELIVERED BY SUCH
PURCHASER IN ACCORDANCE WITH ITS TERMS, WILL CONSTITUTE THE VALID AND LEGALLY
BINDING OBLIGATION OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH
ITS TERMS, EXCEPT (I) AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM
16
and other laws of general application affecting enforcement of creditors' rights
generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.
(B)
INVESTMENT INTENT.
SUCH PURCHASER IS ACQUIRING THE SECURITIES FOR ITS OWN
ACCOUNT AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING SUCH SECURITIES
OR ANY PART THEREOF, WITHOUT PREJUDICE, HOWEVER, TO SUCH PURCHASER'S RIGHT,
SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, AT ALL TIMES TO SELL OR OTHERWISE
DISPOSE OF ALL OR ANY PART OF SUCH SECURITIES PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNDER AN EXEMPTION FROM SUCH
REGISTRATION AND IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
LAWS.
NOTHING CONTAINED HEREIN SHALL BE DEEMED A REPRESENTATION OR WARRANTY BY
SUCH PURCHASER TO HOLD SECURITIES FOR ANY PERIOD OF TIME.
SUCH PURCHASER IS
ACQUIRING THE SECURITIES HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED THE SECURITIES,
IT WAS, AND AT THE DATE HEREOF IT IS, AND ON EACH DATE ON WHICH IT SHALL
EXERCISE ANY WARRANTS OR ADDITIONAL WARRANTS OR CONVERT ANY NOTES IT WILL BE, AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
SUCH
PURCHASER IS NOT A REGISTERED BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE
ACT.
(D)
EXPERIENCE OF SUCH PURCHASER.
SUCH PURCHASER, EITHER ALONE OR TOGETHER
WITH ITS REPRESENTATIVES, HAS SUCH KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN
BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING THE MERITS AND
RISKS OF THE PROSPECTIVE INVESTMENT IN THE SECURITIES, AND HAS SO EVALUATED THE
MERITS AND RISKS OF SUCH INVESTMENT.
SUCH PURCHASER IS ABLE TO BEAR THE
ECONOMIC RISK OF AN INVESTMENT IN THE