OF OPERATIONS,
ASSETS, BUSINESS OR FINANCIAL CONDITION OF TORNADO.
THE COMPANY HAS NOT AGREED
TO ANY AMENDMENTS OF, OR ANY AMENDMENT TO OR WAIVER OF ANY OF ITS RIGHTS OR ANY
OF THE CONDITIONS TO CLOSING CONTAINED IN, THE TORNADO MERGER AGREEMENT OR ANY
OTHER AGREEMENT, INSTRUMENT OR DOCUMENT ENTERED INTO BY THE COMPANY WITH RESPECT
TO THE TORNADO TRANSACTION.
3.2
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.
EACH PURCHASER
HEREBY, FOR ITSELF AND FOR NO OTHER PURCHASER, REPRESENTS AND WARRANTS AS OF THE
DATE HEREOF AND AS OF THE CLOSING DATE TO THE COMPANY AS FOLLOWS:
(A)
ORGANIZATION; AUTHORITY.
SUCH PURCHASER IS AN ENTITY DULY
ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
JURISDICTION OF ITS ORGANIZATION WITH THE REQUISITE CORPORATE OR PARTNERSHIP
POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED BY THE APPLICABLE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT
ITS OBLIGATIONS THEREUNDER. THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH
PURCHASER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HAS BEEN DULY
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 TERMS HEREOF, WILL CONSTITUTE THE
VALID AND LEGALLY BINDING OBLIGATION OF SUCH PURCHASER, ENFORCEABLE AGAINST IT
IN ACCORDANCE WITH ITS TERMS, EXCEPT (I) AS LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, OR SIMILAR LAWS RELATING TO OR AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND (II) AS LIMITED BY EQUITABLE
PRINCIPLES GENERALLY.
(B)
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 FOR INVESTMENT PURPOSES ONLY AND NOT WITH A PRESENT VIEW TO OR
FOR DISTRIBUTING OR RESELLING SUCH SHARES OR ANY PART THEREOF, HAS NO PRESENT
INTENTION OF DISTRIBUTING ANY OF SUCH SHARES AND HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY OTHER PERSON OR PERSONS REGARDING THE DISTRIBUTION OF
SUCH SHARES (THIS REPRESENTATION AND WARRANTY NOT LIMITING SUCH PURCHASER'S
RIGHT TO SELL THE SHARES PURSUANT TO THE REGISTRATION STATEMENT OR OTHERWISE IN
COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS).
SUCH PURCHASER
HAS NOT ENGAGED, DURING THE ONE MONTH PRIOR TO THE DATE OF THIS
13
AGREEMENT, IN ANY SHORT SALES WITH RESPECT TO THE COMMON STOCK.
THE PURCHASER
FURTHER REPRESENTS THAT, BETWEEN THE TIME IT BECAME AWARE OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE PUBLIC ANNOUNCEMENT OF THIS AGREEMENT OR
THE TERMINATION HEREOF, IT HAS NOT ENGAGED AND WILL NOT ENGAGE IN ANY TRADES,
WHETHER PURCHASES, SALES, SHORT SALES OR OTHERWISE, WITH RESPECT TO THE COMMON
STOCK.
(C)
PURCHASER STATUS/RESIDENCE.
AT THE TIME SUCH PURCHASER WAS
OFFERED THE SHARES, IT WAS, AND AT THE DATE HEREOF IT IS (A) AN "ACCREDITED
INVESTOR" AS DEFINED