ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF SUCH BUYER TO ACQUIRE THE SECURITIES.
(D)
INFORMATION.
SUCH BUYER AND ITS ADVISORS,
IF ANY, HAVE BEEN FURNISHED WITH ALL MATERIALS RELATING TO THE BUSINESS,
FINANCES AND OPERATIONS OF THE COMPANY AND MATERIALS RELATING TO THE OFFER AND
SALE OF THE SECURITIES THAT HAVE BEEN REQUESTED BY SUCH BUYER.
SUCH BUYER AND
ITS ADVISORS, IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE
COMPANY.
NEITHER SUCH INQUIRIES NOR ANY OTHER DUE DILIGENCE INVESTIGATIONS
CONDUCTED BY SUCH BUYER OR ITS ADVISORS, IF ANY, OR ITS REPRESENTATIVES SHALL
MODIFY, AMEND OR AFFECT SUCH BUYER'S RIGHT TO RELY ON THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
SUCH BUYER UNDERSTANDS THAT
ITS
3
INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND IS ABLE TO
AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
SUCH BUYER HAS SOUGHT SUCH
ACCOUNTING, LEGAL AND TAX ADVICE AS IT HAS CONSIDERED NECESSARY TO MAKE AN
INFORMED INVESTMENT DECISION WITH RESPECT TO ITS ACQUISITION OF THE SECURITIES.
(E)
NO GOVERNMENTAL REVIEW.
SUCH BUYER
UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE AGENCY OR ANY OTHER
GOVERNMENT OR GOVERNMENTAL AGENCY HAS PASSED ON OR MADE ANY RECOMMENDATION OR
ENDORSEMENT OF THE SECURITIES OR THE FAIRNESS OR SUITABILITY OF THE INVESTMENT
IN THE SECURITIES NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OF THE SECURITIES.
(F)
TRANSFER OR RESALE.
SUCH BUYER
UNDERSTANDS THAT EXCEPT AS PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT:
(I)
THE SECURITIES HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE 1933 ACT OR
ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR
TRANSFERRED UNLESS (A) SUBSEQUENTLY REGISTERED THEREUNDER, (B) SUCH BUYER SHALL
HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE
FORM, TO THE EFFECT THAT SUCH SECURITIES TO BE SOLD, ASSIGNED OR TRANSFERRED MAY
BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION, OR (C) SUCH BUYER PROVIDES THE COMPANY WITH REASONABLE ASSURANCE
THAT SUCH SECURITIES CAN BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144
OR RULE 144A PROMULGATED UNDER THE 1933 ACT, AS AMENDED, (OR A SUCCESSOR RULE
THERETO) (COLLECTIVELY, "RULE 144"); (II) ANY SALE OF THE SECURITIES MADE IN
RELIANCE ON RULE 144 MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF RULE 144
AND FURTHER, IF RULE 144 IS NOT APPLICABLE, ANY RESALE OF THE SECURITIES UNDER
CIRCUMSTANCES IN WHICH THE SELLER (OR THE PERSON (AS DEFINED IN SECTION 3(S))
THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED TO BE AN UNDERWRITER (AS THAT TERM
IS DEFINED IN THE 1933 ACT) MAY REQUIRE COMPLIANCE WITH SOME OTHER EXEMPTION
UNDER THE 1933 ACT OR THE RULES AND REGULATIONS OF THE SEC THEREUNDER; AND (III)
NEITHER THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY OBLIGATION TO REGISTER THE
SECURITIES UNDER THE 1933 ACT OR ANY STATE SECURITIES LAWS OR TO COMPLY WITH THE
TERMS AND CONDITIONS OF