A
NOMINEE OR AGENT AND NOT WITH A VIEW TO THE RESALE OR DISTRIBUTION OF ANY PART
THEREOF, AND EMPLOYEE HAS NO PRESENT INTENTION OF SELLING, GRANTING ANY
PARTICIPATION IN OR OTHERWISE DISTRIBUTING THE SAME.
BY EXECUTING THIS
AGREEMENT, EMPLOYEE FURTHER REPRESENTS THAT EMPLOYEE DOES NOT HAVE ANY CONTRACT,
UNDERTAKING, AGREEMENT OR ARRANGEMENT WITH ANY PERSON TO SELL, TRANSFER OR GRANT
PARTICIPATION TO SUCH PERSON OR THIRD PERSON WITH RESPECT TO ANY OF THE
SECURITIES.
(E)
RESTRICTIONS ON TRANSFER.
EMPLOYEE
UNDERSTANDS THAT THE SECURITIES ARE "RESTRICTED SECURITIES" AS SUCH TERM IS
DEFINED IN RULE 144 UNDER THE SECURITIES ACT AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAW,
AND MAY NOT BE, DIRECTLY OR INDIRECTLY, SOLD, TRANSFERRED, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE
SECURITIES ACT AND REGISTRATION OR QUALIFICATION UNDER APPLICABLE STATE
SECURITIES LAWS OR THE AVAILABILITY OF AN EXEMPTION THEREFROM.
4.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
THE COMPANY REPRESENTS AND WARRANTS TO EMPLOYEE AS FOLLOWS:
(A)
ORGANIZATION AND QUALIFICATION.
THE
COMPANY IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF ITS JURISDICTION OF ORGANIZATION, WITH THE CORPORATE POWER AND AUTHORITY TO
OWN AND OPERATE ITS BUSINESS AS PRESENTLY CONDUCTED, EXCEPT WHERE THE FAILURE TO
BE OR HAVE ANY OF THE FOREGOING WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE
COMPANY.
THE COMPANY IS DULY QUALIFIED AS A FOREIGN CORPORATION OR OTHER ENTITY
TO DO BUSINESS AND IS IN GOOD STANDING IN EACH JURISDICTION WHERE THE CHARACTER
OF ITS PROPERTIES OWNED OR HELD UNDER LEASE OR THE NATURE OF THEIR ACTIVITIES
MAKES SUCH QUALIFICATION NECESSARY, EXCEPT FOR SUCH FAILURES TO BE SO QUALIFIED
OR IN GOOD STANDING AS WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE COMPANY.
(B)
AUTHORITY; VALIDITY AND EFFECT OF AGREEMENT.
(I)
THE COMPANY HAS THE REQUISITE CORPORATE
POWER AND AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND PERFORM ITS
OBLIGATIONS UNDER THIS AGREEMENT.
THE EXECUTION AND DELIVERY OF THIS AGREEMENT
BY THE COMPANY, THE PERFORMANCE BY THE COMPANY OF ITS OBLIGATIONS HEREUNDER AND
ALL OTHER NECESSARY CORPORATE ACTION ON THE PART OF THE COMPANY HAVE BEEN DULY
AUTHORIZED BY ITS BOARD OF DIRECTORS, AND NO OTHER CORPORATE PROCEEDINGS ON THE
PART OF THE COMPANY IS NECESSARY TO AUTHORIZE THIS AGREEMENT.
THIS AGREEMENT
HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY THE COMPANY AND, ASSUMING
THAT IT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY EMPLOYEE,
CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF THE COMPANY, IN ACCORDANCE
WITH ITS TERMS, SUBJECT TO THE EFFECTS OF BANKRUPTCY, INSOLVENCY,
2
FRAUDULENT CONVEYANCE, REORGANIZATION, MORATORIUM AND OTHER SIMILAR LAWS
RELATING TO OR AFFECTING CREDITORS' RIGHTS GENERALLY, GENERAL EQUITABLE
PRINCIPLES (WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND AN
IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING.
(II)
THE SHARES HAVE BEEN DULY AUTHORIZED AND,
WHEN ISSUED AND PAID FOR IN ACCORDANCE WITH THIS AGREEMENT, WILL BE VALIDLY
ISSUED, FULLY PAID AND