TRUTH AND ACCURACY OF, AND SUCH
PURCHASER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGEMENTS AND UNDERSTANDINGS OF SUCH PURCHASER SET FORTH HEREIN IN ORDER
TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF SUCH
PURCHASER TO ACQUIRE THE SHARES.
(L)
NO GOVERNMENTAL REVIEW. SUCH PURCHASER 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 SHARES OR THE
FAIRNESS OR SUITABILITY OF THE INVESTMENT IN THE SHARES NOR HAVE SUCH
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE SHARES.
(M)
REGULATION M. SUCH PURCHASER IS AWARE THAT THE ANTI-MANIPULATION
RULES OF REGULATION M UNDER THE EXCHANGE ACT MAY APPLY TO SALES OF COMMON STOCK
AND OTHER ACTIVITIES WITH RESPECT TO THE COMMON STOCK BY THE PURCHASERS.
(N)
BENEFICIAL OWNERSHIP. THE PURCHASE BY SUCH PURCHASER OF THE SHARES
ISSUABLE TO IT AT THE CLOSING WILL NOT RESULT IN SUCH PURCHASER (INDIVIDUALLY OR
TOGETHER WITH ANY OTHER PERSON WITH WHOM SUCH PURCHASER HAS IDENTIFIED, OR WILL
HAVE IDENTIFIED, ITSELF AS PART OF A "GROUP" IN A PUBLIC FILING MADE WITH THE
COMMISSION INVOLVING THE COMPANY'S SECURITIES) ACQUIRING, OR OBTAINING THE RIGHT
TO ACQUIRE, IN EXCESS OF 19.999% OF THE OUTSTANDING SHARES OF COMMON STOCK OR
THE VOTING POWER OF THE COMPANY ON A POST TRANSACTION BASIS THAT ASSUMES THAT
SUCH CLOSING SHALL HAVE OCCURRED. SUCH PURCHASER DOES NOT PRESENTLY INTEND TO,
ALONE OR TOGETHER WITH OTHERS, MAKE A PUBLIC FILING WITH THE COMMISSION TO
DISCLOSE THAT IT HAS (OR THAT IT TOGETHER WITH SUCH OTHER PERSONS HAVE)
ACQUIRED, OR OBTAINED THE RIGHT TO ACQUIRE, AS A RESULT OF SUCH CLOSING (WHEN
ADDED TO ANY OTHER SECURITIES OF THE COMPANY THAT IT OR THEY THEN OWN OR HAVE
THE RIGHT TO
20
ACQUIRE), IN EXCESS OF 19.999% OF THE OUTSTANDING SHARES OF COMMON STOCK OR THE
VOTING POWER OF THE COMPANY ON A POST TRANSACTION BASIS THAT ASSUMES THAT EACH
CLOSING SHALL HAVE OCCURRED.
(O)
RESIDENCY. SUCH PURCHASER'S RESIDENCE (IF AN INDIVIDUAL) OR OFFICE
IN WHICH ITS INVESTMENT DECISION WITH RESPECT TO THE SHARES WAS MADE (IF AN
ENTITY) ARE LOCATED AT THE ADDRESS IMMEDIATELY BELOW SUCH PURCHASER'S NAME ON
ITS SIGNATURE PAGE HERETO.
(P)
[PRC MATTERS. SUCH PURCHASER ACKNOWLEDGES THAT THE OFFER OF THE
SHARES HAS NOT BEEN AND WILL NOT BE REGISTERED WITH THE FINANCIAL SUPERVISORY
COMMISSION OF TAIWAN, THE REPUBLIC OF CHINA, PURSUANT TO RELEVANT SECURITIES
LAWS AND REGULATIONS AND MAY NOT BE OFFERED OR SOLD WITHIN TAIWAN, THE REPUBLIC
OF CHINA, THROUGH A PUBLIC OFFERING OR IN A CIRCUMSTANCE WHICH CONSTITUTES AN
OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE LAW OF TAIWAN, THE
REPUBLIC OF CHINA, THAT REQUIRES A REGISTRATION OR APPROVAL OF THE FINANCIAL
SUPERVISORY COMMISSION OF TAIWAN, THE REPUBLIC OF CHINA.](1)
(Q)
FOREIGN CURRENCY. SUCH PURCHASER ACKNOWLEDGES THAT IT HAS OBTAINED
ANY FOREIGN CURRENCY EXCHANGE APPROVALS NECESSARY FOR SUCH PURCHASER TO MAKE AN
INVESTMENT IN THE SHARES.
THE COMPANY AND EACH