behalf of any
other Investor, hereby represents and warrants to the Company as follows:
(A)
IMMEDIATELY FOLLOWING THE CLOSING, SUCH INVESTOR AND ONE OR
MORE OF ITS AFFILIATES WILL BE THE BENEFICIAL OWNER OF THE NUMBER OF COMMON
SHARES LISTED ON ANNEX B OPPOSITE SUCH INVESTOR'S NAME AND AT THAT TIME SUCH
ACQUIRED SHARES WILL CONSTITUTE ALL OF THE COMMON SHARES BENEFICIALLY OWNED BY
SUCH INVESTOR AND SUCH OF ITS AFFILIATES.
(B)
SUCH INVESTOR HAS BEEN DULY FORMED, IS VALIDLY EXISTING AND IS
IN GOOD STANDING UNDER THE LAWS OF ITS STATE OF ORGANIZATION.
SUCH INVESTOR HAS
ALL REQUISITE LIMITED PARTNERSHIP POWER AND AUTHORITY TO EXECUTE AND DELIVER
THIS AGREEMENT, TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY.
(C)
THE EXECUTION AND DELIVERY BY SUCH INVESTOR OF THIS
AGREEMENT, THE PERFORMANCE BY SUCH INVESTOR OF ITS OBLIGATIONS UNDER THIS
AGREEMENT AND THE CONSUMMATION BY SUCH INVESTOR OF THE TRANSACTIONS CONTEMPLATED
HEREBY DO NOT AND WILL NOT CONFLICT WITH, VIOLATE ANY PROVISION OF, OR REQUIRE
THE CONSENT OR APPROVAL OF ANY PERSON WHICH HAS NOT BEEN OBTAINED UNDER,
APPLICABLE LAW, THE ORGANIZATIONAL DOCUMENTS OF SUCH INVESTOR OR ANY CONTRACT OR
AGREEMENT TO WHICH SUCH INVESTOR IS A PARTY.
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH
INVESTOR HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY LIMITED PARTNERSHIP ACTION
ON THE PART OF SUCH INVESTOR.
THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY SUCH INVESTOR AND, ASSUMING THE DUE AUTHORIZATION, EXECUTION AND
DELIVERY BY EACH OF THE OTHER PARTIES HERETO, CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF SUCH INVESTOR, ENFORCEABLE AGAINST SUCH INVESTOR IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO BANKRUPTCY, INSOLVENCY AND OTHER LAWS OF
GENERAL APPLICABILITY RELATING TO OR AFFECTING CREDITORS' RIGHTS AND SUBJECT TO
GENERAL PRINCIPLES OF EQUITY.
(E)
SUCH INVESTOR:
(I) IS ACQUIRING THE ACQUIRED SHARES FOR ITS
OWN ACCOUNT, SOLELY FOR INVESTMENT AND NOT WITH A VIEW TOWARD, OR FOR SALE IN
CONNECTION WITH, ANY DISTRIBUTION THEREOF IN VIOLATION OF ANY FEDERAL OR STATE
SECURITIES OR "BLUE SKY" LAWS, OR WITH ANY PRESENT INTENTION OF DISTRIBUTING OR
SELLING SUCH ACQUIRED SHARES IN VIOLATION OF ANY SUCH LAWS, (II) HAS SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND IN INVESTMENTS OF
THIS TYPE THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS
INVESTMENT IN THE ACQUIRED SHARES AND OF MAKING AN INFORMED INVESTMENT DECISION
AND (III) IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 OF
REGULATION D UNDER THE SECURITIES ACT.
SUCH INVESTOR HAS REQUESTED, RECEIVED,
REVIEWED AND CONSIDERED ALL INFORMATION THAT SUCH INVESTOR DEEMS RELEVANT IN
MAKING AN INFORMED DECISION TO INVEST IN THE SHARES AND HAS HAD AN OPPORTUNITY
TO DISCUSS THE COMPANY'S BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS WITH ITS
MANAGEMENT AND ALSO HAD AN OPPORTUNITY TO ASK QUESTIONS OF OFFICERS OF THE
COMPANY THAT WERE ANSWERED TO SUCH INVESTOR'S SATISFACTION.
SUCH INVESTOR
UNDERSTANDS THAT THE COMPANY IS RELYING ON THE STATEMENTS CONTAINED HEREIN TO
ESTABLISH AN EXEMPTION FROM