TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OR AN EXEMPTION FROM SUCH REGISTRATION.
THE INVESTOR UNDERSTANDS THAT THE
INVESTOR MUST BEAR THE ECONOMIC RISK OF THIS INVESTMENT INDEFINITELY, UNLESS THE
ECA SHARES ARE REGISTERED PURSUANT TO THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES OR BLUE SKY LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE, AND FURTHER UNDERSTANDS THAT THE COMPANY HAS NO PRESENT INTENTION OF
REGISTERING THE RESALE OF ANY ECA SHARES OTHER THAN PURSUANT TO THE REGISTRATION
RIGHTS AGREEMENT.
NOTHING CONTAINED HEREIN SHALL BE DEEMED A REPRESENTATION OR
WARRANTY BY THE INVESTOR TO HOLD THE ECA SHARES FOR ANY PERIOD OF TIME.
(H)
INVESTOR STATUS.
THE INVESTOR IS AS OF THE DATE HEREOF, AND WILL
BE AS OF THE CLOSING DATE, AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)
UNDER THE SECURITIES ACT.
17
(I)
RELIANCE ON EXEMPTIONS.
THE INVESTOR UNDERSTANDS THAT THE ECA
SHARES ARE BEING OFFERED AND SOLD TO THE INVESTOR 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 THE INVESTOR'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGMENTS AND UNDERSTANDINGS OF THE INVESTOR SET FORTH HEREIN IN ORDER TO
DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF THE
INVESTOR TO ACQUIRE THE ECA SHARES.
(J)
EXPERIENCE OF THE INVESTOR.
THE INVESTOR, 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 ECA SHARES.
THE
INVESTOR UNDERSTANDS AND IS ABLE TO BEAR ANY ECONOMIC RISKS ASSOCIATED WITH SUCH
INVESTMENT (INCLUDING WITHOUT LIMITATION THE NECESSITY OF HOLDING SUCH ECA
SHARES FOR AN INDEFINITE PERIOD OF TIME) AND IS ABLE TO AFFORD A COMPLETE LOSS
OF ITS INVESTMENT IN THE ECA SHARES.
(K)
ACCESS TO INFORMATION.
THE INVESTOR IS KNOWLEDGEABLE,
SOPHISTICATED AND EXPERIENCED IN MAKING, AND IS QUALIFIED TO MAKE, DECISIONS
WITH RESPECT TO INVESTMENTS IN SECURITIES REPRESENTING AN INVESTMENT DECISION
LIKE THAT INVOLVED IN THE PURCHASE OF THE ECA SHARES.
THE INVESTOR ACKNOWLEDGES
THAT IT 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 ECA SHARES AND THE
MERITS AND RISKS OF INVESTING IN THE ECA SHARES; (II) ACCESS TO INFORMATION
ABOUT THE COMPANY AND ITS SUBSIDIARIES AND THEIR RESPECTIVE FINANCIAL CONDITION,
RESULTS OF OPERATIONS, BUSINESS, PROPERTIES, MANAGEMENT AND PROSPECTS SUFFICIENT
TO ENABLE IT TO EVALUATE ITS INVESTMENT; AND (III) THE OPPORTUNITY TO OBTAIN
SUCH ADDITIONAL INFORMATION THAT THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT
UNREASONABLE EFFORT OR EXPENSE THAT IS NECESSARY TO MAKE AN INFORMED INVESTMENT
DECISION WITH RESPECT TO THE INVESTMENT.
NEITHER SUCH INQUIRIES NOR ANY OTHER
INVESTIGATION CONDUCTED BY OR ON BEHALF OF THE INVESTOR OR ITS REPRESENTATIVES
OR COUNSEL SHALL MODIFY, AMEND OR AFFECT THE