CONTEMPLATED HEREBY AND THEREBY IS
MERELY INCIDENTAL TO PURCHASER'S PURCHASE OF THE SECURITIES.
THE COMPANY
FURTHER REPRESENTS TO PURCHASER THAT THE COMPANY'S DECISION TO ENTER INTO THE
TRANSACTION DOCUMENTS HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY THE COMPANY AND ITS REPRESENTATIVES.
3.2
Representations and Warranties of the Purchaser.
Purchaser hereby
represents and warrants as of the date hereof and as of the Closing Date to the
Company as follows:
(A)
ORGANIZATION; AUTHORITY.
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 OR PARTNERSHIP POWER AND AUTHORITY TO
ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE APPLICABLE
TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS THEREUNDER. THE
EXECUTION, DELIVERY AND PERFORMANCE BY PURCHASER OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT HAS BEEN DULY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION, ON THE PART OF PURCHASER.
EACH OF THIS
13
AGREEMENT AND THE 2004 REGISTRATION RIGHTS AGREEMENT HAS BEEN DULY EXECUTED BY
PURCHASER, AND WHEN DELIVERED BY PURCHASER IN ACCORDANCE WITH TERMS HEREOF, WILL
CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION OF PURCHASER, ENFORCEABLE
AGAINST IT IN ACCORDANCE WITH ITS TERMS.
(B)
INVESTMENT INTENT.
PURCHASER IS ACQUIRING THE SECURITIES AS
PRINCIPAL 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
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 OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND
STATE SECURITIES LAWS.
SUBJECT TO THE IMMEDIATELY PRECEDING SENTENCE, NOTHING
CONTAINED HEREIN SHALL BE DEEMED A REPRESENTATION OR WARRANTY BY PURCHASER TO
HOLD THE SECURITIES FOR ANY PERIOD OF TIME.
PURCHASER IS ACQUIRING THE
SECURITIES HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS. PURCHASER DOES NOT
HAVE ANY AGREEMENT OR UNDERSTANDING, DIRECTLY OR INDIRECTLY, WITH ANY PERSON TO
DISTRIBUTE ANY OF THE SECURITIES.
(C)
PURCHASER STATUS.
AT THE TIME PURCHASER WAS OFFERED THE
SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
PURCHASER IS NOT REQUIRED TO
BE REGISTERED AS A BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
(D)
EXPERIENCE OF PURCHASER.
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.
PURCHASER IS ABLE TO BEAR THE ECONOMIC
RISK OF AN INVESTMENT IN THE SECURITIES AND, AT THE PRESENT TIME, IS ABLE TO
AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
PURCHASER HAS REQUESTED, RECEIVED,
REVIEWED AND CONSIDERED ALL INFORMATION IT DEEMS RELEVANT IN MAKING AN INFORMED
DECISION