ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM,
13
liquidation or similar laws relating to, or affecting generally the enforcement
of, creditors' rights and remedies or by other equitable principles of general
application.
(B)
INVESTMENT INTENT.
SUCH PURCHASER UNDERSTANDS THAT THE SHARES ARE
"RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAW AND IS ACQUIRING THE SHARES, AS PRINCIPAL
FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR DISTRIBUTING OR RESELLING
SUCH SHARES OR ANY PART THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, WITHOUT PREJUDICE, HOWEVER, TO SUCH
PURCHASER'S RIGHT, SUBJECT TO THE PROVISIONS OF THIS AGREEMENT AND THE
REGISTRATION RIGHTS AGREEMENT, AT ALL TIMES TO SELL OR OTHERWISE DISPOSE OF ALL
OR ANY PART OF SUCH SHARES PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR UNDER AN EXEMPTION FROM SUCH REGISTRATION AND IN
COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
SUCH PURCHASER IS
ACQUIRING THE SHARES HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS. SUCH
PURCHASER DOES NOT PRESENTLY HAVE ANY AGREEMENT, PLAN OR UNDERSTANDING, DIRECTLY
OR INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE OR EFFECT ANY DISTRIBUTION OF ANY
OF THE SHARES (OR ANY SECURITIES WHICH ARE DERIVATIVES THEREOF) TO OR THROUGH
ANY PERSON OR ENTITY; PROVIDED, HOWEVER, THAT BY MAKING THE REPRESENTATIONS
HEREIN, SUCH PURCHASER DOES NOT AGREE TO HOLD ANY OF THE SHARES FOR ANY MINIMUM
PERIOD OF TIME.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED THE
SHARES, IT WAS, AND AT THE DATE HEREOF IT IS, AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
SUCH PURCHASER IS NOT A
REGISTERED BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
(D)
GENERAL SOLICITATION.
SUCH PURCHASER IS NOT PURCHASING THE SHARES
AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION
REGARDING THE SHARES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIA OR
BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR OR ANY OTHER
GENERAL ADVERTISEMENT.
(E)
EXPERIENCE OF SUCH PURCHASER.
SUCH PURCHASER, EITHER ALONE OR
TOGETHER WITH ITS REPRESENTATIVES, HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT IN THE SHARES, AND HAS SO
EVALUATED THE MERITS AND RISKS OF SUCH INVESTMENT.
SUCH PURCHASER IS ABLE TO
BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SHARES AND, AT THE PRESENT TIME,
IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
(F)
ACCESS TO INFORMATION.
SUCH PURCHASER ACKNOWLEDGES THAT IT HAS
HAD THE OPPORTUNITY TO REVIEW THE DISCLOSURE MATERIALS AND HAS BEEN AFFORDED (I)
THE OPPORTUNITY TO ASK SUCH QUESTIONS AS IT HAS DEEMED NECESSARY OF, AND TO
RECEIVE ANSWERS FROM, REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND
CONDITIONS OF THE OFFERING OF THE SHARES AND THE MERITS AND RISKS OF INVESTING
IN THE SHARES; (II) ACCESS TO