THE COMMON STOCK HEREUNDER, THAT:
(A)
THE INVESTOR IS INVESTING IN THE COMMON STOCK FOR ITS OWN ACCOUNT
AND NOT WITH A PRESENT VIEW TOWARD THE PUBLIC SALE OR DISTRIBUTION THEREOF,
EXCEPT PURSUANT TO SALES REGISTERED OR EXEMPTED FROM REGISTRATION UNDER THE
SECURITIES ACT; PROVIDED, HOWEVER, THAT BY MAKING THE REPRESENTATION HEREIN, THE
INVESTOR DOES NOT AGREE TO HOLD ANY OF THE COMMON STOCK FOR ANY MINIMUM OR OTHER
SPECIFIC TERM AND RESERVES THE RIGHT TO DISPOSE OF THE COMMON STOCK AT ANY TIME
IN ACCORDANCE WITH, OR PURSUANT TO, A REGISTRATION STATEMENT FILED IN ACCORDANCE
WITH SECTION 5.5 BELOW, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT.
(B)
THE INVESTOR IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)
OF REGULATION D.
THE INVESTOR HAS DELIVERED TO PARENT AN INVESTOR QUESTIONNAIRE
IN SUBSTANTIALLY THE FORM SET FORTH ON EXHIBIT D.
(C)
THE INVESTOR UNDERSTANDS THAT THE COMMON STOCK IS BEING OFFERED
AND SOLD TO IT IN RELIANCE UPON SPECIFIC EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND THAT PARENT
IS RELYING UPON THE TRUTH AND ACCURACY OF, AND THE INVESTOR'S COMPLIANCE WITH,
THE REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS
OF THE INVESTOR SET FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH
EXEMPTIONS AND THE ELIGIBILITY OF THE INVESTOR TO ACQUIRE THE COMMON STOCK.
(D)
THE INVESTOR AND ITS ADVISORS, IF ANY, HAVE BEEN FURNISHED WITH
ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS OF PARENT, AND
MATERIALS RELATING TO THE OFFER AND SALE OF THE COMMON STOCK, THAT HAVE BEEN
REQUESTED BY THE INVESTOR OR ITS ADVISORS, IF ANY.
THE INVESTOR AND ITS
ADVISORS, IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF
PARENT.
THE INVESTOR ACKNOWLEDGES AND UNDERSTANDS THAT ITS INVESTMENT IN THE
COMMON STOCK INVOLVES A SIGNIFICANT DEGREE OF RISK.
(E)
THE INVESTOR UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE
AGENCY, OR ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY, HAS PASSED UPON OR MADE
ANY RECOMMENDATION OR ENDORSEMENT OF THE COMMON STOCK OR AN INVESTMENT THEREIN.
(F)
THE INVESTOR UNDERSTANDS THAT:
(I)
EXCEPT AS PROVIDED IN SECTION 5.5 BELOW, THE COMMON STOCK HAS NOT
BEEN, AND IS NOT BEING, REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAWS AND, CONSEQUENTLY, THE INVESTOR MAY HAVE TO BEAR THE RISK
OF OWNING THE COMMON STOCK FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE COMMON
STOCK MAY NOT BE TRANSFERRED UNLESS (A) THE RESALE OF THE COMMON STOCK IS
REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT, (B) THE INVESTOR HAS DELIVERED TO THE COMPANY AN OPINION OF COUNSEL (IN
FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE
TRANSACTIONS) TO THE EFFECT THAT THE COMMON STOCK TO BE SOLD OR TRANSFERRED MAY
BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, (C) THE
COMMON STOCK IS SOLD OR TRANSFERRED PURSUANT TO RULE 144, PROMULGATED UNDER THE
SECURITIES ACT ("RULE 144"), OR (D) THE COMMON STOCK IS SOLD