CFR PART 225))
("BHC ACT CONTROL") OF ANY COMPANY.
THE COMPANY IS NOT IN BHC ACT CONTROL OF
ANY FEDERALLY INSURED DEPOSITORY INSTITUTION OTHER THAN THE BANK.
THE BANK IS
NOT UNDER THE BHC ACT CONTROL OF ANY COMPANY OTHER THAN THE COMPANY.
NEITHER
THE COMPANY NOR THE BANK CONTROLS, IN THE AGGREGATE, MORE THAN FIVE PERCENT OF
THE OUTSTANDING VOTING CLASS, DIRECTLY OR INDIRECTLY, OF ANY FEDERALLY INSURED
DEPOSITORY INSTITUTION (OTHER THAN, IN THE CASE OF THE COMPANY, THE BANK).
(U)
MATERIAL NON-PUBLIC INFORMATION.
NEITHER THE COMPANY NOR ANY
OF ITS OFFICERS OR DIRECTORS NOR ANY OTHER PERSON ACTING ON ITS OR THEIR BEHALF
HAS PROVIDED, AND IT HAS NOT AUTHORIZED KEEFE, BRUYETTE & WOODS, INC. TO
PROVIDE, THE INVESTOR OR ITS AGENTS OR COUNSEL WITH ANY INFORMATION THAT THE
COMPANY BELIEVES CONSTITUTES OR COULD REASONABLY BE EXPECTED TO CONSTITUTE
MATERIAL, NON-PUBLIC INFORMATION, EXCEPT FOR SUCH INFORMATION THAT WILL BE
DISCLOSED BY THE COMPANY IN THE PRESS RELEASE.
THE COMPANY ACKNOWLEDGES THAT
THE INVESTOR WILL RELY ON THE FOREGOING REPRESENTATIONS IN EFFECTING
TRANSACTIONS IN SECURITIES OF THE COMPANY.
(V)
PRIVATE PLACEMENT.
NO REGISTRATION UNDER THE SECURITIES ACT
IS REQUIRED FOR THE OFFER AND SALE OF THE SHARES BY THE COMPANY TO THE INVESTOR
PURSUANT TO AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
THE
ISSUANCE AND SALE OF THE SHARES HEREUNDER DOES NOT CONTRAVENE THE RULES AND
REGULATIONS OF THE NASDAQ STOCK MARKET AS OF THE DATE HEREOF.
(W)
OFAC.
NEITHER THE COMPANY NOR ANY COMPANY SUBSIDIARY NOR, TO
THE COMPANY'S KNOWLEDGE, ANY DIRECTOR, OFFICER, AGENT, EMPLOYEE, AFFILIATE OR
PERSON ACTING ON BEHALF OF THE COMPANY OR ANY COMPANY SUBSIDIARY IS CURRENTLY
SUBJECT TO ANY ANY SANCTION, REGULATION, OR LAW PROMULGATED BY THE OFFICE OF
FOREIGN ASSETS CONTROL ("OFAC"), THE FINANCIAL CRIMES ENFORCEMENT NETWORK OR ANY
OTHER SIMILAR GOVERNMENTAL
-10-
Entity (collectively, "U.S. Sanctions Laws"); and the Company will not knowingly
use the proceeds of the sale of the Shares, or lend, contribute or otherwise
make available such proceeds to any Company Subsidiary, joint venture partner or
other person or entity, towards any sales or operations in any country
sanctioned by OFAC or for the purpose of financing the activities of any person
currently subject to any U.S. sanctions administered by OFAC.
(X)
OTHER PURCHASE AGREEMENTS.
NO PURCHASE AGREEMENT EXECUTED BY
AN INSITUTIONAL INVESTOR ON THE DATE HEREOF CONTAINS RIGHTS, OR OTHERWISE
BENEFITS THE INVESTOR PARTY THERETO IN A MANNER, MORE FAVORABLE IN ANY MATERIAL
RESPECT TO SUCH INVESTOR THAN THE RIGHTS AND BENEFITS ESTABLISHED IN FAVOR OF
THE INVESTOR BY THIS AGREEMENT.
2.3
Representations and Warranties of the Investor. Except as
Previously Disclosed, the Investor hereby represents and warrants to the Company
as of the date of this Agreement that:
(A)
ORGANIZATION AND AUTHORITY.
THE INVESTOR IS DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION, IS DULY QUALIFIED TO DO BUSINESS AND IS IN GOOD STANDING IN ALL
JURISDICTIONS WHERE ITS OWNERSHIP OR LEASING OF PROPERTY