THIS AGREEMENT AND THE REGISTRATION RIGHTS
AGREEMENT HAS BEEN DULY EXECUTED BY SUCH INVESTOR, AND WHEN DELIVERED BY SUCH
INVESTOR IN ACCORDANCE WITH TERMS THE HEREOF, WILL CONSTITUTE THE VALID AND
LEGALLY BINDING OBLIGATION OF SUCH INVESTOR, ENFORCEABLE AGAINST IT IN
ACCORDANCE WITH ITS TERMS, EXCEPT (I) AS SUCH ENFORCEABILITY MAY BE LIMITED BY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, LIQUIDATION OR
SIMILAR LAWS RELATING TO, OR AFFECTING GENERALLY THE ENFORCEMENT OF, CREDITORS'
RIGHTS AND REMEDIES OR BY OTHER EQUITABLE PRINCIPLES 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.
11
4.2
INVESTMENT PURPOSE.
THE INVESTOR IS
PURCHASING THE COMMON SHARES FOR ITS OWN ACCOUNT IN THE ORDINARY COURSE OF
BUSINESS 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,
SUCH INVESTOR DOES NOT AGREE TO HOLD ANY OF THE COMMON SHARES FOR ANY MINIMUM OR
OTHER SPECIFIC TERM AND RESERVES THE RIGHT TO DISPOSE OF THE SECURITIES AT ANY
TIME IN ACCORDANCE WITH OR PURSUANT TO A REGISTRATION STATEMENT OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT.
4.3
INVESTOR STATUS; RELIANCE ON EXEMPTIONS.
AT
THE TIME SUCH INVESTOR WAS OFFERED THE COMMON SHARES, IT WAS, AND AT THE DATE
HEREOF IT IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE
SECURITIES ACT.
SUCH INVESTOR IS NOT REQUIRED TO BE REGISTERED AS A
BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
SUCH INVESTOR UNDERSTANDS
THAT THE COMMON SHARES ARE 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 THE COMPANY IS RELYING UPON THE TRUTH AND
ACCURACY OF, AND SUCH INVESTOR'S COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH INVESTOR SET
FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF SUCH INVESTOR TO ACQUIRE THE COMMON SHARES.
4.4
EXPERIENCE OF THE INVESTOR. SUCH INVESTOR
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 COMMON SHARES, AND HAS SO EVALUATED THE MERITS AND
RISKS OF SUCH INVESTMENT. SUCH INVESTOR IS ABLE TO BEAR THE ECONOMIC RISK OF AN
INVESTMENT IN THE COMMON SHARES AND, AT THE PRESENT TIME, IS ABLE TO AFFORD A
COMPLETE LOSS OF SUCH INVESTMENT.
4.5
GENERAL SOLICITATION. SUCH INVESTOR IS NOT
PURCHASING THE COMMON SHARES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE
OR OTHER COMMUNICATION REGARDING THE COMMON SHARES PUBLISHED IN ANY NEWSPAPER,
MAGAZINE OR SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT
ANY SEMINAR OR ANY OTHER GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
4.6
ACCESS TO INFORMATION. SUCH INVESTOR