OR THE CONDUCT OF ITS
BUSINESS REQUIRES IT TO BE SO QUALIFIED AND FAILURE TO BE SO QUALIFIED WOULD
HAVE A MATERIAL ADVERSE EFFECT ON THE INVESTOR AND HAS THE REQUISITE POWER AND
AUTHORITY TO OWN ITS PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS IT IS
NOW BEING CONDUCTED.
(B)
AUTHORIZATION; NO DEFAULT.
(1)
THE INVESTOR HAS THE REQUISITE POWER AND AUTHORITY TO ENTER
INTO THIS AGREEMENT AND TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THIS AGREEMENT HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED AND DELIVERED BY
THE INVESTOR AND, ASSUMING DUE AUTHORIZATION, EXECUTION AND DELIVERY OF THIS
AGREEMENT BY THE COMPANY, IS A VALID AND BINDING OBLIGATION OF THE INVESTOR
ENFORCEABLE AGAINST THE INVESTOR IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, MORATORIUM,
REORGANIZATIONS, FRAUDULENT TRANSFER OR SIMILAR LAWS RELATING TO OR AFFECTING
CREDITORS GENERALLY OR BY GENERAL EQUITABLE PRINCIPLES (WHETHER APPLIED IN
EQUITY OR AT LAW).
NO OTHER CORPORATE PROCEEDINGS ARE NECESSARY FOR THE
EXECUTION AND DELIVERY BY THE INVESTOR OF THIS AGREEMENT, THE PERFORMANCE BY IT
OF ITS OBLIGATIONS HEREUNDER OR THE CONSUMMATION BY IT OF THE TRANSACTIONS
CONTEMPLATED HEREBY.
(2)
NEITHER THE EXECUTION, DELIVERY AND PERFORMANCE BY THE
INVESTOR OF THIS AGREEMENT, NOR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREBY, WILL (A) VIOLATE, CONFLICT WITH, OR RESULT IN A BREACH OF
ANY PROVISION OF, OR CONSTITUTE A DEFAULT (OR AN EVENT WHICH, WITH NOTICE OR
LAPSE OF TIME OR BOTH, WOULD CONSTITUTE A DEFAULT) UNDER, OR RESULT IN THE
TERMINATION OF, OR ACCELERATE THE PERFORMANCE REQUIRED BY, OR RESULT IN A RIGHT
OF TERMINATION OR ACCELERATION OF, OR RESULT IN THE CREATION OF, ANY LIEN UPON
ANY OF THE PROPERTIES OR ASSETS OF THE INVESTOR UNDER ANY OF THE MATERIAL TERMS,
CONDITIONS OR PROVISIONS OF (I) ITS CERTIFICATE OF INCORPORATION OR BY-LAWS (OR
SIMILAR GOVERNING DOCUMENTS) OR (II) ANY NOTE, BOND, MORTGAGE, INDENTURE, DEED
OF TRUST, LICENSE, LEASE, AGREEMENT OR OTHER INSTRUMENT OR OBLIGATION TO WHICH
THE INVESTOR IS A PARTY OR BY WHICH IT MAY BE BOUND, OR TO WHICH THE INVESTOR OR
ANY OF THE PROPERTIES OR ASSETS OF THE INVESTOR MAY BE SUBJECT; OR (B) SUBJECT
TO COMPLIANCE WITH THE STATUTES AND REGULATIONS REFERRED TO IN THE
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next paragraph, materially violate any statute, rule or regulation or, to the
knowledge of the Investor, any judgment, ruling, order, writ, injunction or
decree applicable to the Investor or any of its properties or assets; except, in
the case of clauses (A)(ii) and (B), as would not reasonably be expected to have
a Material Adverse Effect on the Investor.
(3)
NO NOTICE TO, FILING WITH, EXEMPTION OR REVIEW BY, OR
AUTHORIZATION, CONSENT OR APPROVAL OF, ANY GOVERNMENTAL ENTITY OR ANY OTHER
PERSON IS NECESSARY FOR THE CONSUMMATION BY THE INVESTOR OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(C)
PURCHASE FOR INVESTMENT.
THE INVESTOR ACKNOWLEDGES THAT THE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND THE RULES AND