FISCAL YEARS ENDED DECEMBER 31, 2006 AND DECEMBER 31, 2007 AND THE COMPANY'S
CURRENT REPORTS ON FORM 8-K OR FORM 8-K/A FILED IN 2006, 2007 AND 2008 (AND ALL
EXHIBITS INCLUDED THEREIN AND FINANCIAL STATEMENTS AND SCHEDULES THERETO AND
DOCUMENTS (OTHER THAN EXHIBITS TO SUCH DOCUMENTS) INCORPORATED BY REFERENCE
THEREIN, BEING HEREINAFTER REFERRED TO HEREIN AS THE "2006-2008 SEC DOCUMENTS"),
(II) HAVE BEEN GIVEN AN OPPORTUNITY TO ASK QUESTIONS, TO THE EXTENT THE BUYER
CONSIDERED NECESSARY, AND HAVE RECEIVED ANSWERS FROM, OFFICERS OF THE COMPANY
CONCERNING THE BUSINESS, FINANCES AND OPERATIONS OF THE COMPANY AND INFORMATION
RELATING TO THE OFFER AND SALE OF THE SHARES, AND (III) HAVE RECEIVED OR HAD AN
OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION AS THEY DEEM NECESSARY TO MAKE
AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE PURCHASE OF THE SHARES.
D.
RESTRICTIONS ON TRANSFER.
THE BUYER UNDERSTANDS THAT, EXCEPT AS PROVIDED
IN ANY REGISTRATION RIGHTS AGREEMENT TO WHICH BUYER IS A PARTY, THE ISSUANCE OF
THE SHARES HAS NOT BEEN AND IS NOT BEING REGISTERED UNDER THE 1933 ACT OR ANY
APPLICABLE STATE SECURITIES LAWS. THE BUYER MAY BE REQUIRED TO HOLD THE SHARES
INDEFINITELY AND THE SHARES MAY NOT BE TRANSFERRED UNLESS (I) THE SHARES ARE
SOLD PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
(II) THE BUYER SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL TO THE
EFFECT THAT THE SHARES TO BE SOLD OR TRANSFERRED MAY BE SOLD OR TRANSFERRED
PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, WHICH OPINION SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY. THE BUYER UNDERSTANDS THAT UNTIL SUCH TIME
AS THE RESALE OF THE SHARES HAS BEEN REGISTERED UNDER THE 1933 ACT OR MAY BE
SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION, CERTIFICATES EVIDENCING THE
SHARES MAY BEAR A RESTRICTIVE LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM (AND A
STOP-TRANSFER ORDER MAY BE PLACED AGAINST TRANSFER OF THE CERTIFICATES
EVIDENCING SUCH SHARES):
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT").
THE SHARES MAY NOT BE OFFERED FOR SALE,
SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
CORPORATION."
E.
CONSENTS.
EXCEPT AS SET FORTH IN THIS AGREEMENT, NO BUYER WILL BE
REQUIRED TO OBTAIN ANY CONSENT FROM ANY PERSON OR ENTITY IN CONNECTION WITH THE
EXECUTION AND DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OR PERFORMANCE OF
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as set forth in the Company's Disclosure Schedule attached hereto, the
Company represents and warrants to the Buyer that:
4.1
ORGANIZATION AND QUALIFICATION.
THE COMPANY HAS NO SUBSIDIARIES
OTHER THAN THE SUBSIDIARIES.
THE COMPANY AND EACH OF ITS SUBSIDIARIES IS A
CORPORATION, LIMITED PARTNERSHIP, LIMITED LIABILITY COMPANY, OR JOINT VENTURE AS
APPLICABLE, DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS