SUCH BUYER AT THE
CLOSING.
(D)
FORM OF PAYMENT.
ON THE CLOSING DATE, (A) EACH BUYER SHALL PAY
ITS PORTION OF THE PURCHASE PRICE TO THE COMPANY FOR THE COMMON SHARES TO BE
ISSUED AND SOLD TO SUCH BUYER AT THE CLOSING, BY WIRE TRANSFER OF IMMEDIATELY
AVAILABLE FUNDS IN ACCORDANCE WITH THE COMPANY'S WRITTEN WIRE INSTRUCTIONS AND
(B) THE COMPANY SHALL DELIVER TO EACH BUYER ONE OR MORE STOCK CERTIFICATES, FREE
AND CLEAR OF ALL RESTRICTIVE LEGENDS (EXCEPT AS EXPRESSLY PROVIDED IN SECTION
2(H) HEREOF), EVIDENCING THE NUMBER OF COMMON SHARES AS IS SET FORTH OPPOSITE
SUCH BUYER'S NAME ON THE SCHEDULE OF BUYERS, EACH DULY EXECUTED ON BEHALF OF THE
COMPANY AND REGISTERED ON THE TRANSFER BOOKS OF THE COMPANY IN THE NAME OF SUCH
BUYER OR ITS DESIGNEE.
2.
BUYER'S REPRESENTATIONS AND WARRANTIES.
Each Buyer, severally and not jointly, represents and warrants with respect to
only itself that:
(A)
ORGANIZATION; AUTHORITY.
SUCH BUYER IS AN ENTITY DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION WITH THE REQUISITE POWER AND AUTHORITY TO ENTER INTO AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS (AS
DEFINED BELOW) TO WHICH IT IS A PARTY AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS
HEREUNDER AND THEREUNDER.
(B)
NO PUBLIC SALE OR DISTRIBUTION.
SUCH BUYER IS ACQUIRING THE
COMMON SHARES FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TOWARDS, OR FOR RESALE IN
CONNECTION WITH, THE PUBLIC SALE OR DISTRIBUTION THEREOF, EXCEPT PURSUANT TO
SALES REGISTERED OR EXEMPTED UNDER THE 1933 ACT; PROVIDED, HOWEVER, THAT BY
MAKING THE REPRESENTATIONS HEREIN, SUCH BUYER DOES NOT AGREE TO HOLD ANY OF THE
COMMON SHARES FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND RESERVES THE RIGHT TO
DISPOSE OF THE COMMON SHARES AT ANY TIME IN ACCORDANCE WITH OR PURSUANT TO A
REGISTRATION STATEMENT OR AN EXEMPTION UNDER THE 1933 ACT.
SUCH BUYER IS
ACQUIRING THE COMMON SHARES HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS.
SUCH BUYER DOES NOT PRESENTLY HAVE ANY AGREEMENT OR UNDERSTANDING, DIRECTLY OR
INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE ANY OF THE COMMON SHARES.
(C)
ACCREDITED INVESTOR STATUS.
SUCH BUYER IS AN "ACCREDITED
INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
(D)
RELIANCE ON EXEMPTIONS.
SUCH BUYER UNDERSTANDS THAT THE COMMON
SHARES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE ON SPECIFIC EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS
AND THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH AND ACCURACY OF, AND SUCH
BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH BUYER SET FORTH HEREIN IN ORDER TO
DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF SUCH BUYER
TO ACQUIRE THE COMMON SHARES.
2
(E)
INFORMATION.
SUCH BUYER AND ITS ADVISORS, IF ANY, HAVE BEEN
FURNISHED WITH ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS
OF THE COMPANY AND MATERIALS RELATING TO THE OFFER AND SALE OF THE COMMON