REGULATIONS THEREUNDER (THE "SECURITIES ACT") OR UNDER ANY
STATE SECURITIES LAWS, AND IS AWARE THAT THE SALE OF THE SHARES TO IT IS BEING
MADE IN RELIANCE ON A PRIVATE PLACEMENT EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT.
THE INVESTOR (I) IS ACQUIRING THE SHARES FOR ITS OWN ACCOUNT
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT FOR
INVESTMENT ONLY AND WITH NO PRESENT INTENTION OF DISTRIBUTING ANY OF THE SHARES
TO ANY PERSON OR ANY ARRANGEMENT OR UNDERSTANDING WITH ANY OTHER PERSONS
REGARDING THE DISTRIBUTION OF SUCH SHARES (THE FOREGOING REPRESENTATION AND
WARRANTY NOT LIMITING THE INVESTOR'S RIGHT TO SELL SUCH SHARES PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR OTHERWISE IN COMPLIANCE WITH THE SECURITIES
ACT AND ANY OTHER APPLICABLE SECURITIES LAWS), (II) WILL NOT SELL OR OTHERWISE
DISPOSE OF ANY OF THE SHARES, EXCEPT IN COMPLIANCE WITH THE REGISTRATION
REQUIREMENTS OR EXEMPTION PROVISIONS OF THE SECURITIES ACT AND ANY OTHER
APPLICABLE SECURITIES LAWS, (III) HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS
PROSPECTIVE INVESTMENT IN THE SHARES, (IV) HAS THE ABILITY TO BEAR THE ECONOMIC
RISKS OF ITS PROSPECTIVE INVESTMENT AND CAN AFFORD THE COMPLETE LOSS OF SUCH
INVESTMENT AND (V) IS AN "ACCREDITED INVESTOR" (AS THAT TERM IS DEFINED BY RULE
501 OF THE SECURITIES ACT).
THE INVESTOR UNDERSTANDS THAT THE COMPANY WILL RELY
UPON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATIONS, ACKNOWLEDGEMENTS
AND AGREEMENTS AND AGREES THAT IF ANY OF THE REPRESENTATIONS AND
ACKNOWLEDGEMENTS DEEMED TO HAVE BEEN MADE BY IT BY ITS PURCHASE OF THE SHARES IS
NO LONGER ACCURATE, IT SHALL PROMPTLY NOTIFY THE COMPANY.
IF THE INVESTOR IS
ACQUIRING SHARES AS A FIDUCIARY OR AGENT FOR ONE OR MORE ACCOUNTS, THE INVESTOR
REPRESENTS THAT IT HAS SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH
ACCOUNT AND IT HAS FULL POWER TO MAKE THE FOREGOING REPRESENTATIONS,
ACKNOWLEDGEMENTS AND AGREEMENTS ON BEHALF OF SUCH ACCOUNT.
(D)
OWNERSHIP.
AS OF THE DATE OF THIS AGREEMENT, THE INVESTOR IS
THE OWNER OF RECORD OR THE BENEFICIAL OWNER OF ONLY THE NUMBER OF SHARES OF
COMMON STOCK, SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE FOR COMMON STOCK OR
ANY OTHER EQUITY OR EQUITY-LINKED SECURITY OF THE COMPANY, IF ANY, SET FORTH ON
SCHEDULE A.
THE INVESTOR IS ACTING INDEPENDENTLY WITH RESPECT TO THE PURCHASE,
THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, AND THE INVESTOR IS
NOT ACTING AS PART OF A GROUP OR IN CONCERT WITH ANY OTHER PERSON OR ENTITY,
INCLUDING THE OTHER INVESTORS.
THE DECISION OF THE INVESTOR TO PURCHASE THE
SHARES HAS BEEN MADE INDEPENDENTLY OF ANY OTHER INVESTOR AND INDEPENDENTLY OF
ANY INFORMATION, MATERIALS, STATEMENTS OR OPINIONS AS TO THE BUSINESS, AFFAIRS,
OPERATIONS, ASSETS, PROPERTIES, LIABILITIES, RESULTS OF OPERATIONS, CONDITION
(FINANCIAL OR OTHERWISE) OR PROSPECTS OF THE COMPANY OR ANY COMPANY SUBSIDIARY
WHICH MAY HAVE BEEN MADE OR GIVEN BY ANY OTHER INVESTOR OR BY ANY AGENT OR
EMPLOYEE OF ANY OTHER INVESTOR.
THE INVESTOR IS NOT PARTY TO