ITS TERMS, EXCEPT AS LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, FRAUDULENT
CONVEYANCE, AND ANY OTHER LAWS OF GENERAL APPLICATION AFFECTING ENFORCEMENT OF
CREDITORS' RIGHTS GENERALLY, AND AS LIMITED BY LAWS RELATING TO THE AVAILABILITY
OF A SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF, OR OTHER EQUITABLE REMEDIES.
8
(B)
PURCHASE ENTIRELY FOR OWN ACCOUNT.
THIS AGREEMENT IS MADE WITH THE
PURCHASER IN RELIANCE UPON THE PURCHASER'S REPRESENTATION TO THE COMPANY, WHICH
BY THE PURCHASER'S EXECUTION OF THIS AGREEMENT, THE PURCHASER HEREBY CONFIRMS,
THAT THE SECURITIES TO BE ACQUIRED BY THE PURCHASER WILL BE ACQUIRED FOR
INVESTMENT FOR THE PURCHASER'S OWN ACCOUNT, NOT AS A NOMINEE OR AGENT, AND NOT
WITH A VIEW TO THE RESALE OR DISTRIBUTION OF ANY PART THEREOF, AND THAT THE
PURCHASER HAS NO PRESENT INTENTION OF SELLING, GRANTING ANY PARTICIPATION IN, OR
OTHERWISE DISTRIBUTING THE SAME.
BY EXECUTING THIS AGREEMENT, THE PURCHASER
FURTHER REPRESENTS THAT THE PURCHASER DOES NOT PRESENTLY HAVE ANY CONTRACT,
UNDERTAKING, AGREEMENT OR ARRANGEMENT WITH ANY PERSON TO SELL, TRANSFER OR GRANT
PARTICIPATIONS TO SUCH PERSON OR TO ANY THIRD PERSON, WITH RESPECT TO ANY OF THE
SECURITIES. THE PURCHASER HAS NOT BEEN FORMED FOR THE SPECIFIC PURPOSE OF
ACQUIRING ANY OF THE SECURITIES.
(C)
KNOWLEDGE.
THE PURCHASER IS AWARE OF THE COMPANY'S BUSINESS AFFAIRS
AND FINANCIAL CONDITION AND HAS ACQUIRED SUFFICIENT INFORMATION ABOUT THE
COMPANY TO REACH AN INFORMED AND KNOWLEDGEABLE DECISION TO ACQUIRE THE
SECURITIES.
(D)
NO PUBLIC MARKET.
THE PURCHASER UNDERSTANDS THAT NO PUBLIC MARKET
NOW EXISTS FOR ANY OF THE SECURITIES ISSUED BY THE COMPANY OTHER THAN THE COMMON
STOCK, THAT THE COMPANY HAS MADE NO ASSURANCES THAT A PUBLIC MARKET WILL EVER
EXIST FOR THE SECURITIES, OTHER THAN THE COMMON STOCK.
(E)
LEGENDS.
THE PURCHASER UNDERSTANDS THAT THE SECURITIES, AND ANY
SECURITIES ISSUED IN RESPECT THEREOF OR EXCHANGE THEREFOR, MAY BEAR ONE OR ALL
OF THE FOLLOWING LEGENDS:
(I)
"THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS (THE "ACTS").
NO INTEREST MAY BE SOLD, ENCUMBERED OR OTHERWISE
TRANSFERRED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACTS COVERING THE TRANSACTION, (B) THIS CORPORATION RECEIVES AN OPINION OF LEGAL
COUNSEL SATISFACTORY TO THIS CORPORATION STATING THAT REGISTRATION IS NOT
REQUIRED UNDER THE ACTS, OR (C) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT
REGISTRATION IS NOT REQUIRED UNDER THE ACTS."
(II)
ANY LEGEND REQUIRED BY THE BLUE SKY LAWS OF ANY STATE TO THE
EXTENT SUCH LAWS ARE APPLICABLE TO THE SHARES REPRESENTED BY THE CERTIFICATE SO
LEGENDED.
(F)
ACCREDITED INVESTOR.
THE PURCHASER IS AN ACCREDITED INVESTOR AS
DEFINED IN RULE 501(A) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
(G)
NO HEDGING ACTIVITY.
THE PURCHASER AND ITS AFFILIATES HAVE NOT
BOUGHT, SOLD, SOLD SHORT OR OTHERWISE DIRECTLY OR INDIRECTLY TRADED IN THE
COMMON STOCK OR IN ANY PUTS, OPTIONS OR FUTURES WITH RESPECT TO THE COMMON STOCK
FROM MAY 31, 2013 THROUGH THE DATE HEREOF, AND WILL NOT SELL SHORT OR TRADE IN
ANY