WARRANTS AND THE AIRS BEING SOLD TO IT
HEREUNDER. THE EXECUTION, DELIVERY AND PERFORMANCE OF THE TRANSACTION DOCUMENTS
BY SUCH PURCHASER AND THE CONSUMMATION BY IT OF THE TRANSACTIONS CONTEMPLATED
HEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR PARTNERSHIP
ACTION, AND NO FURTHER CONSENT OR AUTHORIZATION OF SUCH PURCHASER OR ITS BOARD
OF DIRECTORS, STOCKHOLDERS, OR PARTNERS, AS THE CASE MAY BE, IS REQUIRED. THIS
AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY SUCH PURCHASER.
THE OTHER TRANSACTION DOCUMENTS CONSTITUTE, OR SHALL CONSTITUTE WHEN EXECUTED
AND DELIVERED, VALID AND BINDING OBLIGATIONS OF SUCH PURCHASER ENFORCEABLE
AGAINST SUCH PURCHASER IN ACCORDANCE WITH THEIR TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, LIQUIDATION, CONSERVATORSHIP, RECEIVERSHIP OR
SIMILAR LAWS RELATING TO, OR AFFECTING GENERALLY THE ENFORCEMENT OF, CREDITOR'S
RIGHTS AND REMEDIES OR BY OTHER EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
(C)
ACQUISITION FOR INVESTMENT. SUCH PURCHASER
IS PURCHASING THE SHARES AND ACQUIRING THE WARRANTS AND THE AIRS SOLELY FOR ITS
OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN
CONNECTION WITH THE DISTRIBUTION THEREOF. SUCH PURCHASER DOES NOT HAVE A PRESENT
INTENTION TO SELL ANY OF THE SECURITIES, NOR A PRESENT ARRANGEMENT (WHETHER OR
NOT LEGALLY BINDING) OR INTENTION TO EFFECT ANY DISTRIBUTION OF ANY OF THE
SECURITIES TO OR THROUGH ANY PERSON; PROVIDED, HOWEVER, THAT BY MAKING THE
REPRESENTATIONS HEREIN AND SUBJECT TO SECTION 2.2(E) BELOW, SUCH PURCHASER DOES
NOT AGREE TO HOLD ANY OF THE SECURITIES FOR ANY MINIMUM OR OTHER SPECIFIC TERM
AND RESERVES THE RIGHT TO PLEDGE ANY OF THE SECURITIES FOR MARGIN PURPOSES
AND/OR TO DISPOSE OF ANY OF THE SECURITIES AT ANY TIME IN ACCORDANCE WITH
FEDERAL AND STATE SECURITIES LAWS APPLICABLE TO SUCH DISPOSITION. SUCH PURCHASER
ACKNOWLEDGES THAT IT (I) HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS SUCH THAT SUCH PURCHASER IS CAPABLE OF EVALUATING THE MERITS
AND RISKS OF ITS INVESTMENT IN THE COMPANY, (II) IS ABLE TO BEAR THE FINANCIAL
RISKS ASSOCIATED WITH AN INVESTMENT IN THE SECURITIES, AND (III) HAS BEEN GIVEN
FULL ACCESS TO SUCH RECORDS OF THE COMPANY AND THE SUBSIDIARIES AND TO THE
OFFICERS OF THE COMPANY AND THE SUBSIDIARIES AS IT HAS DEEMED NECESSARY OR
APPROPRIATE TO CONDUCT ITS DUE DILIGENCE INVESTIGATION.
(D)
RULE 144. SUCH PURCHASER UNDERSTANDS THAT
THE SECURITIES MUST BE HELD INDEFINITELY UNLESS SUCH SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. SUCH
PURCHASER ACKNOWLEDGES THAT IT IS FAMILIAR WITH RULE 144 OF THE
13
RULES AND REGULATIONS OF THE COMMISSION, AS AMENDED, PROMULGATED PURSUANT TO THE
SECURITIES ACT ("RULE 144"), AND THAT SUCH PURCHASER HAS BEEN ADVISED THAT RULE
144 PERMITS RESALES ONLY UNDER CERTAIN CIRCUMSTANCES. SUCH PURCHASER UNDERSTANDS
THAT TO THE EXTENT THAT RULE 144 IS NOT AVAILABLE, SUCH PURCHASER WILL BE UNABLE
TO SELL ANY SECURITIES WITHOUT EITHER REGISTRATION UNDER THE SECURITIES ACT OR
THE EXISTENCE OF ANOTHER EXEMPTION FROM SUCH REGISTRATION REQUIREMENT.
(E)
GENERAL. SUCH PURCHASER