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)
UNDERSTANDINGS OR ARRANGEMENTS.
SUCH PURCHASER IS ACQUIRING THE
SECURITIES AS PRINCIPAL FOR ITS OWN ACCOUNT 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 THE
REGISTRATION STATEMENT OR OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND
STATE SECURITIES LAWS).
SUCH PURCHASER IS ACQUIRING THE SECURITIES HEREUNDER IN
THE ORDINARY COURSE OF ITS BUSINESS.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED THE
SECURITIES, IT WAS, AND AS OF THE DATE HEREOF IT IS, AND ON EACH DATE ON WHICH
IT EXERCISES ANY WARRANTS, IT WILL BE EITHER: (I) AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A)(1), (A)(2), (A)(3), (A)(7) OR (A)(8) UNDER THE SECURITIES
ACT OR (II) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A(A) UNDER
THE SECURITIES ACT.
SUCH PURCHASER IS NOT REQUIRED TO BE REGISTERED AS A
BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
(D)
EXPERIENCE OF SUCH PURCHASER.
SUCH PURCHASER, EITHER ALONE OR
TOGETHER WITH ITS REPRESENTATIVES, HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT IN THE SECURITIES, AND HAS SO
EVALUATED THE MERITS AND RISKS OF SUCH INVESTMENT.
SUCH PURCHASER IS ABLE TO
BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES AND, AT THE PRESENT
TIME, IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
(E)
CERTAIN TRANSACTIONS AND CONFIDENTIALITY.
OTHER THAN CONSUMMATING
THE TRANSACTIONS CONTEMPLATED HEREUNDER, SUCH PURCHASER HAS NOT, NOR HAS ANY
PERSON ACTING ON BEHALF OF OR PURSUANT TO ANY UNDERSTANDING WITH SUCH PURCHASER,
DIRECTLY OR INDIRECTLY EXECUTED ANY PURCHASES OR SALES, INCLUDING SHORT
SALES, OF THE SECURITIES OF THE COMPANY
19
DURING THE PERIOD COMMENCING AS OF THE TIME THAT SUCH PURCHASER FIRST RECEIVED A
TERM SHEET (WRITTEN OR ORAL) FROM THE COMPANY OR ANY OTHER PERSON REPRESENTING
THE COMPANY SETTING FORTH THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED
HEREUNDER AND ENDING IMMEDIATELY PRIOR TO THE EXECUTION HEREOF.
NOTWITHSTANDING
THE FOREGOING, IN THE CASE OF A PURCHASER THAT IS A MULTI-MANAGED INVESTMENT
VEHICLE WHEREBY SEPARATE PORTFOLIO MANAGERS MANAGE SEPARATE PORTIONS OF SUCH
PURCHASER'S ASSETS AND THE PORTFOLIO MANAGERS HAVE NO DIRECT KNOWLEDGE OF THE
INVESTMENT DECISIONS MADE BY THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF
SUCH PURCHASER'S ASSETS, THE REPRESENTATION SET FORTH ABOVE SHALL ONLY APPLY
WITH RESPECT TO THE PORTION OF ASSETS MANAGED BY THE PORTFOLIO MANAGER THAT MADE
THE INVESTMENT DECISION TO PURCHASE THE SECURITIES COVERED BY THIS AGREEMENT.
OTHER THAN TO OTHER PERSONS PARTY TO THIS AGREEMENT, SUCH PURCHASER HAS
MAINTAINED THE CONFIDENTIALITY OF ALL DISCLOSURES MADE TO IT