WARRANTIES SET FORTH IN THE TRANSACTION DOCUMENTS (AS
DEFINED IN SECTION 3(B)).
SUCH BUYER UNDERSTANDS THAT IT (AND NOT THE COMPANY)
SHALL BE RESPONSIBLE FOR ITS OWN TAX LIABILITY THAT MAY ARISE AS A RESULT OF
THIS INVESTMENT OR THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENTS.
(G)
GENERAL SOLICITATION.
SUCH BUYER IS NOT PURCHASING THE SECURITIES AS A
RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION REGARDING
THE SECURITIES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIA OR
BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT
3
ANY SEMINAR OR ANY OTHER GENERAL SOLICITATION OR GENERAL ADVERTISEMENT (AS
DEFINED IN REGULATION D).
(H)
NO GOVERNMENTAL REVIEW.
SUCH 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.
(I)
TRANSFER OR RESALE.
SUCH BUYER UNDERSTANDS THAT EXCEPT AS PROVIDED IN THE
REGISTRATION RIGHTS AGREEMENT: (I) THE SECURITIES HAVE NOT BEEN AND ARE NOT
BEING REGISTERED UNDER THE 1933 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 FORM REASONABLY ACCEPTABLE TO THE COMPANY, 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, OR (C)
SUCH BUYER PROVIDES THE COMPANY WITH REASONABLE ASSURANCE THAT SUCH SECURITIES
CAN BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144 OR RULE 144A
PROMULGATED UNDER THE 1933 ACT, AS AMENDED (OR A SUCCESSOR RULE THERETO)
(COLLECTIVELY, "RULE 144"); (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 (AS DEFINED IN SECTION 3(R)) THROUGH WHOM THE
SALE IS MADE) MAY BE DEEMED TO BE AN UNDERWRITER (AS THAT TERM IS DEFINED IN THE
1933 ACT) MAY REQUIRE COMPLIANCE WITH SOME OTHER EXEMPTION UNDER THE 1933 ACT OR
THE RULES AND REGULATIONS OF THE SEC THEREUNDER, AND MAY BE MADE ONLY IN
ACCORDANCE WITH SUCH EXEMPTION OR RULES AND REGULATIONS; AND (III) NEITHER THE
COMPANY NOR ANY OTHER PERSON IS UNDER ANY OBLIGATION TO REGISTER THE SECURITIES
UNDER THE 1933 ACT OR ANY STATE SECURITIES LAWS OR TO COMPLY WITH THE TERMS AND
CONDITIONS OF ANY EXEMPTION THEREUNDER.
THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES AND SUCH PLEDGE OF SECURITIES SHALL NOT BE
DEEMED TO BE A TRANSFER, SALE OR ASSIGNMENT OF THE SECURITIES HEREUNDER, AND NO
BUYER EFFECTING A PLEDGE OF SECURITIES SHALL