FOREGOING SHALL PREVENT ANY DIRECTOR FROM FULFILLING HIS DUTIES AS A
MEMBER OF THE BOARD OF DIRECTORS.
5.2.
ACCREDITED PURCHASER STATUS; QUALIFICATION; RESIDENCY.
EACH
PURCHASER REPRESENTS THAT IT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT. EACH PURCHASER
ACKNOWLEDGES THAT THE COMPANY HAS MADE AVAILABLE TO SUCH PURCHASER THE
OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS CONCERNING THE TERMS AND
CONDITIONS OF THE SALE OF SECURITIES CONTEMPLATED BY THIS AGREEMENT AND TO
OBTAIN ANY ADDITIONAL WRITTEN OR VERBAL INFORMATION (WHICH THE COMPANY POSSESSES
OR CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE) AS MAY BE NECESSARY TO
VERIFY THE ACCURACY OF INFORMATION FURNISHED TO SUCH PURCHASER.
EACH PURCHASER
(A) IS ABLE TO BEAR THE LOSS OF ITS ENTIRE INVESTMENT IN THE SHARES, AND (B) HAS
SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT TO BE
14
MADE BY IT PURSUANT TO THIS AGREEMENT. MVC REPRESENTS THAT ITS PRINCIPAL OFFICE
IS LOCATED IN THE STATE OF NEW YORK.
LBH REPRESENTS THAT ITS PRINCIPAL OFFICE
IS LOCATED IN THE STATE OF NEW JERSEY.
5.3.
INVESTMENT INTENT.
THE SHARES BEING ACQUIRED BY EACH PURCHASER ARE
BEING PURCHASED FOR INVESTMENT FOR SUCH PURCHASER'S OWN ACCOUNT AND NOT WITH THE
VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION OR PUBLIC OFFERING
THEREOF.
EACH PURCHASER UNDERSTANDS THAT THE SHARES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS BY REASON OF THEIR
CONTEMPLATED ISSUANCE IN TRANSACTIONS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO SECTION 4(2)
THEREOF AND APPLICABLE STATE SECURITIES LAWS, AND THAT THE RELIANCE OF THE
COMPANY AND OTHERS UPON THESE EXEMPTIONS IS PREDICATED IN PART UPON THIS
REPRESENTATION BY EACH PURCHASER.
EACH PURCHASER FURTHER UNDERSTANDS THAT THE
SHARES MAY NOT BE TRANSFERRED OR RESOLD WITHOUT (I) REGISTRATION UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (II) AN EXEMPTION
FROM THE REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS.
EACH PURCHASER UNDERSTANDS THAT AN EXEMPTION FROM SUCH REGISTRATION IS
NOT PRESENTLY AVAILABLE PURSUANT TO RULE L44 PROMULGATED UNDER THE SECURITIES
ACT BY THE SEC AND THAT IN ANY EVENT THE PURCHASERS MAY NOT SELL ANY SECURITIES
PURSUANT TO RULE L44 PRIOR TO THE EXPIRATION OF A ONE-YEAR PERIOD AFTER SUCH
PURCHASER HAS ACQUIRED THE SHARES.
EACH PURCHASER UNDERSTANDS THAT ANY SALES
PURSUANT TO RULE L44 CAN BE MADE ONLY IN FULL COMPLIANCE WITH THE PROVISIONS OF
RULE L44.
5.4.
ORGANIZATION; AUTHORIZATION.
MVC REPRESENTS THAT IT IS A
CORPORATION DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF
DELAWARE WITH THE REQUISITE POWER AND AUTHORITY, TO ENTER INTO AND TO CONSUMMATE
THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION AGREEMENTS AND OTHERWISE TO
CARRY OUT ITS OBLIGATIONS UNDER THE AGREEMENTS.
LBH REPRESENTS THAT IT IS A
LIMITED LIABILITY COMPANY DULY FORMED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF DELAWARE WITH THE