TO SELL OR OTHERWISE
DISPOSE OF ALL OR ANY PART OF SUCH SECURITIES UNDER A REGISTRATION UNDER THE
SECURITIES ACT OR UNDER AN EXEMPTION FROM SAID REGISTRATION AVAILABLE UNDER THE
SECURITIES ACT.
(B)
IT HAS FULL POWER AND LEGAL RIGHT TO EXECUTE
AND DELIVER THIS AGREEMENT AND TO PERFORM ITS OBLIGATIONS HEREUNDER.
(C)
IT IS A VALIDLY EXISTING PARTNERSHIP,
LIMITED LIABILITY COMPANY, TRUST OR CORPORATION, AS THE CASE MAY BE, DULY
ORGANIZED UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION OR FORMATION.
(D)
IT HAS TAKEN ALL ACTION NECESSARY FOR THE
AUTHORIZATION, EXECUTION, DELIVERY, AND PERFORMANCE OF THIS AGREEMENT AND ITS
OBLIGATIONS HEREUNDER, AND, UPON EXECUTION AND DELIVERY BY THE COMPANY, THIS
AGREEMENT SHALL CONSTITUTE THE VALID AND BINDING OBLIGATION OF SUCH INVESTOR,
ENFORCEABLE AGAINST SUCH INVESTOR IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT SUCH
ENFORCEMENT MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
OR OTHER SIMILAR LAWS NOW OR HEREAFTER IN EFFECT RELATING TO CREDITORS' RIGHTS
AND GENERAL PRINCIPLES OF EQUITY.
(E)
THERE ARE NO CLAIMS FOR BROKERAGE
COMMISSIONS OR FINDER'S FEES OR SIMILAR COMPENSATION IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT BASED ON ANY ARRANGEMENT MADE BY OR
ON BEHALF OF SUCH INVESTOR AND SUCH INVESTOR AGREES TO INDEMNIFY AND HOLD THE
COMPANY HARMLESS AGAINST ANY COSTS OR DAMAGES INCURRED AS A RESULT OF ANY SUCH
CLAIM.
(F)
IT HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS THAT IT IS CAPABLE OF EVALUATING THE MERITS AND
RISKS OF ITS INVESTMENT IN THE COMPANY AS CONTEMPLATED BY THIS AGREEMENT, AND IS
ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.
IT HAS BEEN FURNISHED ACCESS TO SUCH INFORMATION AND DOCUMENTS AS IT HAS
REQUESTED AND HAS BEEN AFFORDED AN OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS
OF THIS AGREEMENT AND THE PURCHASE OF THE SHARES CONTEMPLATED HEREBY.
IT IS A
"QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A(A) OF THE
SECURITIES ACT OR AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A) OF
REGULATION D UNDER THE SECURITIES ACT.
(G)
EXCEPT SUCH CONSENTS, APPROVALS AND FILINGS,
THE FAILURE TO OBTAIN OR MAKE WOULD NOT, INDIVIDUALLY OR IN THE AGGREGATE, HAVE
A MATERIAL ADVERSE EFFECT ON THE ABILITY OF THE INVESTOR TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE EXECUTION AND DELIVERY BY IT OF
THIS AGREEMENT AND THE PERFORMANCE BY SUCH INVESTOR OF ITS OBLIGATIONS
18
HEREUNDER AND THE CONSUMMATION BY SUCH INVESTOR OF THE TRANSACTIONS CONTEMPLATED
HEREBY DO NOT REQUIRE SUCH INVESTOR TO OBTAIN ANY CONSENT, APPROVAL, CLEARANCE
OR ACTION OF, OR MAKE ANY FILING, SUBMISSION OR REGISTRATION WITH, OR GIVE ANY
NOTICE TO, ANY GOVERNMENTAL AUTHORITY OR JUDICIAL AUTHORITY.
(H)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
BY SUCH INVESTOR DO NOT, AND THE FULFILLMENT OF THE TERMS HEREOF AND THEREOF BY
SUCH INVESTOR WILL NOT, (I) VIOLATE OR CONFLICT WITH ITS PARTNERSHIP AGREEMENT,
TRUST AGREEMENT, THE ARTICLES OF INCORPORATION, OTHER CONSTITUTIVE DOCUMENTS