AND INFORMATION HE DEEMED
MATERIAL TO MAKING AN INFORMED INVESTMENT DECISION REGARDING HIS PURCHASE OF THE
SECURITIES, WHICH HAVE BEEN REQUESTED BY SUCH BUYER.
EACH BUYER AND ITS
ADVISORS, IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE
COMPANY AND ITS MANAGEMENT.
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 IN SECTION 3 BELOW.
EACH
BUYER UNDERSTANDS THAT ITS INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE
OF RISK.
EACH BUYER IS IN A POSITION REGARDING THE COMPANY, WHICH, BASED UPON
EMPLOYMENT, FAMILY RELATIONSHIP OR ECONOMIC BARGAINING POWER, ENABLED AND
ENABLES SUCH BUYER TO OBTAIN INFORMATION FROM THE COMPANY IN ORDER TO EVALUATE
THE MERITS AND RISKS OF THIS INVESTMENT.
EACH 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.
EACH 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.
EACH BUYER UNDERSTANDS THAT EXCEPT AS
PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT: (I) THE SECURITIES HAVE NOT BEEN
AND ARE NOT BEING REGISTERED UNDER THE SECURITIES 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 REQUIREMENTS, OR
(C) SUCH BUYER PROVIDES THE COMPANY WITH REASONABLE ASSURANCES (IN THE FORM OF
SELLER AND BROKER REPRESENTATION LETTERS) THAT THE BUYER IS NOT AN AFFILIATE OF
THE COMPANY AND THAT SUCH SECURITIES CAN BE SOLD, ASSIGNED OR TRANSFERRED
PURSUANT TO RULE 144 OR RULE 144A PROMULGATED UNDER THE SECURITIES ACT, AS
AMENDED (OR A SUCCESSOR RULE THERETO) (COLLECTIVELY, "RULE 144"), IN EACH CASE
FOLLOWING THE APPLICABLE HOLDING PERIOD SET FORTH THEREIN; (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 THROUGH WHOM
THE SALE IS MADE) MAY BE DEEMED TO BE AN UNDERWRITER (AS THAT TERM IS DEFINED IN
THE SECURITIES ACT) MAY REQUIRE COMPLIANCE WITH SOME OTHER EXEMPTION UNDER THE
SECURITIES ACT OR THE RULES AND REGULATIONS OF THE SEC THEREUNDER; AND
(III) NEITHER THE COMPANY NOR ANY OTHER PERSON IS UNDER