AUTHORIZED BY ALL NECESSARY CORPORATE OR, IF SUCH PURCHASER IS
NOT A CORPORATION, SUCH PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER
APPLICABLE LIKE ACTION, ON THE PART OF SUCH PURCHASER. EACH OF THIS AGREEMENT
AND THE REGISTRATION RIGHTS AGREEMENT HAS BEEN DULY EXECUTED BY SUCH PURCHASER,
AND WHEN DELIVERED BY SUCH PURCHASER IN ACCORDANCE WITH THE TERMS HEREOF, WILL
CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION OF SUCH PURCHASER,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM, LIQUIDATION OR SIMILAR LAWS RELATING TO, OR
AFFECTING GENERALLY THE ENFORCEMENT OF, CREDITORS' RIGHTS AND REMEDIES OR BY
OTHER EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
(B)
NO CONFLICTS. THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH
PURCHASER OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND THE
CONSUMMATION BY SUCH PURCHASER OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY WILL NOT (I) RESULT IN A VIOLATION OF THE ORGANIZATIONAL DOCUMENTS OF
SUCH PURCHASER, (II) CONFLICT WITH, OR CONSTITUTE A DEFAULT (OR AN EVENT WHICH
WITH NOTICE OR LAPSE OF TIME OR BOTH WOULD BECOME A DEFAULT) UNDER, OR GIVE TO
OTHERS ANY RIGHTS OF TERMINATION, AMENDMENT, ACCELERATION OR CANCELLATION OF,
ANY AGREEMENT, INDENTURE OR INSTRUMENT TO WHICH SUCH PURCHASER IS A PARTY, OR
(III) RESULT IN A VIOLATION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT
OR
DECREE (INCLUDING FEDERAL AND STATE SECURITIES LAWS) APPLICABLE TO SUCH
PURCHASER, EXCEPT IN THE CASE OF CLAUSES (II) AND (III) ABOVE, FOR SUCH
CONFLICTS, DEFAULTS, RIGHTS OR VIOLATIONS WHICH WOULD NOT, INDIVIDUALLY OR IN
THE AGGREGATE, REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT ON THE
ABILITY OF SUCH PURCHASER TO PERFORM ITS OBLIGATIONS HEREUNDER.
(C)
INVESTMENT INTENT. SUCH PURCHASER UNDERSTANDS THAT THE SHARES ARE
"RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAW AND IS ACQUIRING THE SHARES AS PRINCIPAL FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR DISTRIBUTING OR RESELLING SUCH
SHARES OR ANY PART THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAWS, PROVIDED, HOWEVER, THAT BY MAKING THE REPRESENTATIONS
HEREIN, SUCH PURCHASER DOES NOT AGREE TO HOLD ANY OF THE SHARES FOR ANY MINIMUM
PERIOD OF TIME AND RESERVES THE RIGHT, SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT, AT ALL TIMES TO SELL OR
OTHERWISE DISPOSE OF ALL OR ANY PART OF SUCH SHARES PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNDER AN EXEMPTION FROM
18
SUCH REGISTRATION AND IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
LAWS. SUCH PURCHASER IS ACQUIRING THE SHARES HEREUNDER IN THE ORDINARY COURSE OF
ITS BUSINESS. SUCH PURCHASER DOES NOT PRESENTLY HAVE ANY AGREEMENT, PLAN OR
UNDERSTANDING, DIRECTLY OR INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE OR EFFECT
ANY DISTRIBUTION OF ANY OF THE SHARES (OR ANY SECURITIES WHICH ARE DERIVATIVES
THEREOF) TO OR THROUGH ANY PERSON OR ENTITY; SUCH PURCHASER IS NOT A REGISTERED
BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE