RECEIVE
ANSWERS FROM REPRESENTATIVES OF THE COMPANY OR PERSONS ACTING ON BEHALF OF THE
COMPANY CONCERNING THE OFFERING AND ALL SUCH QUESTIONS HAVE BEEN ANSWERED TO THE
FULL SATISFACTION OF THE PURCHASER.
(4)
THE PURCHASER IS NOT SUBSCRIBING FOR
SECURITIES AS A RESULT OF OR SUBSEQUENT TO ANY ADVERTISEMENT, ARTICLE, NOTICE OR
OTHER COMMUNICATION PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIA OR
BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR, MEETING OR
CONFERENCE WHOSE ATTENDEES HAVE BEEN INVITED BY ANY GENERAL SOLICITATION OR
GENERAL ADVERTISING.
(5)
IF THE PURCHASER IS A NATURAL PERSON, THE
PURCHASER HAS REACHED THE AGE OF MAJORITY OR EQUIVALENT STATUS IN THE
JURISDICTION IN WHICH THE PURCHASER RESIDES.
EACH PURCHASER HAS ADEQUATE MEANS
OF PROVIDING FOR THE PURCHASER'S CURRENT FINANCIAL NEEDS AND CONTINGENCIES, IS
3
able to bear the substantial economic risks of an investment in the Securities
for an indefinite period of time, has no need for liquidity in such investment
and can afford a complete loss of such investment.
(6)
THE PURCHASER HAS SUFFICIENT KNOWLEDGE AND
EXPERIENCE IN FINANCIAL, TAX AND BUSINESS MATTERS TO ENABLE THE PURCHASER TO
UTILIZE THE INFORMATION MADE AVAILABLE TO THE PURCHASER IN CONNECTION WITH THE
OFFERING, TO EVALUATE THE MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES
AND TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO AN INVESTMENT IN THE
SECURITIES ON THE TERMS DESCRIBED IN THE OFFERING DOCUMENTS.
(7)
THE PURCHASER WILL NOT SELL OR OTHERWISE
TRANSFER THE SECURITIES WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") AND APPLICABLE STATE SECURITIES LAWS OR AN
APPLICABLE EXEMPTION THEREFROM.
THE PURCHASER ACKNOWLEDGES THAT NEITHER THE
OFFER NOR SALE OF THE SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR
UNDER THE SECURITIES LAWS OF ANY STATE.
THE PURCHASER REPRESENTS AND WARRANTS
THAT THE PURCHASER IS ACQUIRING THE SECURITIES FOR THE PURCHASER'S OWN ACCOUNT,
FOR INVESTMENT AND NOT WITH A VIEW TOWARD RESALE OR DISTRIBUTION WITHIN THE
MEANING OF THE SECURITIES ACT.
THE PURCHASER HAS NOT OFFERED OR SOLD THE
SECURITIES BEING ACQUIRED NOR DOES THE PURCHASER HAVE ANY PRESENT INTENTION OF
SELLING, DISTRIBUTING OR OTHERWISE DISPOSING OF SUCH SECURITIES EITHER CURRENTLY
OR AFTER THE PASSAGE OF A FIXED OR DETERMINABLE PERIOD OF TIME OR UPON THE
OCCURRENCE OR NON-OCCURRENCE OF ANY PREDETERMINED EVENT OR CIRCUMSTANCES IN
VIOLATION OF THE SECURITIES ACT.
THE PURCHASER IS AWARE THAT (I) THE SECURITIES
ARE NOT CURRENTLY ELIGIBLE FOR SALE IN RELIANCE UPON RULE 144 PROMULGATED UNDER
THE SECURITIES ACT AND (II) THE COMPANY HAS NO OBLIGATION TO REGISTER THE
SECURITIES SUBSCRIBED FOR HEREUNDER, EXCEPT AS PROVIDED IN SECTION E HEREOF.
(8)
THE PURCHASER ACKNOWLEDGES THAT THE
CERTIFICATES REPRESENTING THE SHARES, THE WARRANTS AND, UPON THE EXERCISE OF THE
WARRANTS, THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANTS (THE
"WARRANT SHARES"), BE STAMPED OR OTHERWISE IMPRINTED WITH A LEGEND SUBSTANTIALLY
IN THE FOLLOWING FORM:
The securities represented hereby have not been registered under the Securities
Act of 1933, as amended, or