CARRY OUT ITS OBLIGATIONS HEREUNDER AND THEREUNDER.
THE EXECUTION AND DELIVERY OF THE TRANSACTION DOCUMENTS AND PERFORMANCE BY SUCH
PURCHASER OF THE TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS HAVE
BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE OR SIMILAR ACTION ON THE PART OF
SUCH PURCHASER.
EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY HAS BEEN DULY
EXECUTED BY SUCH PURCHASER, AND WHEN DELIVERED BY SUCH PURCHASER IN ACCORDANCE
WITH THE TERMS HEREOF, WILL CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION
OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT
(I) AS LIMITED BY GENERAL EQUITABLE PRINCIPLES AND APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS OF GENERAL APPLICATION
AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, (II) AS LIMITED BY LAWS
RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER
EQUITABLE REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND CONTRIBUTION
PROVISIONS MAY BE LIMITED BY APPLICABLE LAW.
(B)
OWN ACCOUNT.
SUCH PURCHASER UNDERSTANDS THAT THE SECURITIES ARE
"RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAW AND IS ACQUIRING THE SECURITIES AS PRINCIPAL
FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING SUCH
SECURITIES OR ANY PART THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW, HAS NO PRESENT INTENTION OF DISTRIBUTING ANY OF
SUCH SECURITIES IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE
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STATE SECURITIES LAW AND HAS NO DIRECT OR INDIRECT ARRANGEMENT OR UNDERSTANDINGS
WITH ANY OTHER PERSONS TO DISTRIBUTE OR REGARDING THE DISTRIBUTION OF SUCH
SECURITIES (THIS REPRESENTATION AND WARRANTY NOT LIMITING SUCH PURCHASER'S RIGHT
TO SELL THE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT OR OTHERWISE IN
COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS) IN VIOLATION OF
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW.
SUCH PURCHASER IS
ACQUIRING THE SECURITIES HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED THE SECURITIES,
IT WAS, AND AT THE DATE HEREOF IT IS, AND ON EACH DATE ON WHICH IT EXERCISES ANY
WARRANTS, IT WILL BE EITHER: (I) AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(A)(1), (A)(2), (A)(3), (A)(7) OR (A)(8) UNDER THE SECURITIES ACT OR
(II) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A(A) UNDER THE
SECURITIES ACT.
SUCH PURCHASER IS NOT REQUIRED TO BE REGISTERED AS A
BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT AND ALL OF THE SEC REPORTS
HAVE BEEN MADE AVAILABLE TO THE PURCHASER.
(D)
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 SECURITIES, 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 SECURITIES AND, AT THE PRESENT TIME, IS
ABLE TO AFFORD A COMPLETE LOSS OF SUCH