COMPANY POLICY OR PRACTICE TO KNOWINGLY GRANT, STOCK
OPTIONS PRIOR TO, OR OTHERWISE KNOWINGLY COORDINATE THE GRANT OF STOCK OPTIONS
WITH, THE RELEASE OR OTHER PUBLIC ANNOUNCEMENT OF MATERIAL INFORMATION REGARDING
THE COMPANY OR ITS SUBSIDIARIES OR THEIR FINANCIAL RESULTS OR PROSPECTS.
3.2
Representations and Warranties of the Purchasers.
Each Purchaser,
for itself and for no other Purchaser, hereby represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows:
(A)
ORGANIZATION; AUTHORITY.
IF SUCH PURCHASER IS AN ENTITY, SUCH
PURCHASER IS AN ENTITY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION WITH FULL RIGHT,
CORPORATE OR PARTNERSHIP POWER AND AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY
OUT ITS OBLIGATIONS HEREUNDER AND THEREUNDER. THE EXECUTION AND DELIVERY OF THE
TRANSACTION DOCUMENTS AND PERFORMANCE BY SUCH PURCHASER OF THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE OR SIMILAR ACTION ON THE PART OF SUCH PURCHASER.
EACH
TRANSACTION DOCUMENT TO WHICH IT IS A PARTY 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: (I) AS
LIMITED BY GENERAL EQUITABLE PRINCIPLES AND APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM AND OTHER LAWS OF GENERAL APPLICATION AFFECTING
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, (II) AS LIMITED BY LAWS RELATING TO
THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE
REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND CONTRIBUTION PROVISIONS MAY BE
LIMITED BY APPLICABLE LAW.
(B)
OWN ACCOUNT.
SUCH PURCHASER UNDERSTANDS THAT THE SECURITIES ARE
"RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAW AND IS ACQUIRING THE SECURITIES AS PRINCIPAL
FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING SUCH
SECURITIES OR ANY PART THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW, HAS NO PRESENT INTENTION OF DISTRIBUTING ANY OF
SUCH SECURITIES IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW AND HAS NO DIRECT OR INDIRECT ARRANGEMENT OR UNDERSTANDINGS WITH
ANY OTHER PERSONS TO DISTRIBUTE OR REGARDING THE DISTRIBUTION OF SUCH SECURITIES
(THIS REPRESENTATION AND WARRANTY NOT LIMITING SUCH PURCHASER'S RIGHT TO SELL
THE SECURITIES PURSUANT TO A REGISTRATION STATEMENT OR OTHERWISE IN COMPLIANCE
WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS) IN VIOLATION OF THE
SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW.
IF SUCH PURCHASER IS NOT
AN INDIVIDUAL, SUCH PURCHASER IS ACQUIRING THE SECURITIES HEREUNDER IN THE
ORDINARY COURSE OF ITS BUSINESS. EACH PURCHASER WHO IS AN INDIVIDUAL MUST ALSO
FILL OUT AN INDIVIDUAL INVESTOR QUESTIONNAIRE PROVIDED BY THE COMPANY AND
DELIVER SUCH QUESTIONNAIRE AT THE CLOSING.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED THE
SECURITIES, IT WAS, AND AS OF THE