BE
PERMITTED TO SUSPEND THE USE OF SUCH PROSPECTUS ON MORE THAN TWO OCCASIONS IN
ANY ONE YEAR PERIOD.
THE PURCHASER HEREBY COVENANTS THAT IT WILL NOT SELL ANY
SHARES PURSUANT TO SAID PROSPECTUS DURING THE PERIOD COMMENCING AT THE TIME AT
WHICH THE COMPANY GIVES THE PURCHASER WRITTEN NOTICE OF THE SUSPENSION OF THE
USE OF SAID PROSPECTUS AND ENDING AT THE TIME THE COMPANY GIVES THE PURCHASER
WRITTEN NOTICE THAT THE
3
PURCHASER MAY THEREAFTER EFFECT SALES PURSUANT TO SAID PROSPECTUS.
THE
PURCHASER FURTHER COVENANTS TO NOTIFY THE COMPANY PROMPTLY OF THE SALE OF ANY
AND ALL OF ITS SHARES.
(4)
THE PURCHASER FURTHER REPRESENTS AND WARRANTS TO, AND COVENANTS WITH, THE
COMPANY THAT (A) IT IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF ITS INCORPORATION OR FORMATION, (B) IT HAS FULL
RIGHT, POWER, AUTHORITY AND CAPACITY TO ENTER INTO THIS AGREEMENT AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND HAS TAKEN ALL NECESSARY
ACTION, OBTAINED ALL NECESSARY CONSENTS AND HAS SATISFIED OR WILL SATISFY ALL
NOTIFICATION AND FILING REQUIREMENTS NECESSARY TO AUTHORIZE THE EXECUTION,
DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY IT, (C) UPON THE EXECUTION AND
DELIVERY OF THIS AGREEMENT, THIS AGREEMENT SHALL CONSTITUTE A LEGAL, VALID AND
BINDING OBLIGATION OF THE PURCHASER, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS,
EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' 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) AND EXCEPT AS THE INDEMNIFICATION AGREEMENTS OF THE PURCHASER
IN SECTION D3 HEREOF MAY BE LEGALLY UNENFORCEABLE, (D) THE EXECUTION AND
DELIVERY BY THE PURCHASER OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT RESULT IN THE VIOLATION OF ANY LAW,
STATUTE, RULE, REGULATION, ORDER, WRIT, INJUNCTION, JUDGMENT OR DECREE OF ANY
COURT OR GOVERNMENTAL AUTHORITY TO OR BY WHICH THE PURCHASER IS BOUND, OR OF ANY
PROVISION OF ITS CHARTER OR OTHER GOVERNING DOCUMENTS OR ANY AGREEMENT TO WHICH
IT IS A PARTY WHICH VIOLATION COULD FORM THE BASIS FOR A CLAIM THAT THE
TRANSACTION CONTEMPLATED BY THIS AGREEMENT ARE VOID OR VOIDABLE OR WHICH COULD
OTHERWISE RESULT IN THE SALE OF THE SHARES OR THE PAYMENT OF THE PURCHASE PRICE
TO BE RESCINDED, CANCELLED OR OTHERWISE ENJOINED.
C.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
THE COMPANY HEREBY REPRESENTS AND WARRANTS TO EACH PURCHASER AND THE PLACEMENT
AGENT THAT:
(1)
ORGANIZATION, GOOD STANDING AND QUALIFICATION.
THE COMPANY IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF DELAWARE AND HAS FULL CORPORATE POWER AND AUTHORITY TO CONDUCT
ITS BUSINESS AS CURRENTLY CONDUCTED.
THE COMPANY IS DULY QUALIFIED TO DO
BUSINESS AS A FOREIGN CORPORATION AND IS IN GOOD STANDING IN ALL JURISDICTIONS
IN WHICH THE CHARACTER OF THE PROPERTY OWNED OR LEASED OR THE NATURE OF THE
BUSINESS TRANSACTED