THE NOTES AND EXERCISE OF THE WARRANTS
WILL ACQUIRE THE
2
CONVERSION SHARES ISSUABLE UPON CONVERSION OF THE NOTES AND THE WARRANT SHARES
ISSUABLE UPON EXERCISE OF THE WARRANTS, FOR ITS OWN ACCOUNT AND NOT WITH A VIEW
TOWARDS, OR FOR RESALE IN CONNECTION WITH, THE PUBLIC SALE OR DISTRIBUTION
THEREOF, EXCEPT PURSUANT TO SALES REGISTERED OR EXEMPTED UNDER THE 1933 ACT;
PROVIDED, HOWEVER, THAT BY MAKING THE REPRESENTATIONS HEREIN, SUCH BUYER DOES
NOT AGREE TO HOLD ANY OF THE SECURITIES 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 UNDER THE 1933
ACT.
SUCH BUYER IS ACQUIRING THE SECURITIES HEREUNDER IN THE ORDINARY COURSE OF
ITS BUSINESS.
(B)
ACCREDITED INVESTOR STATUS.
SUCH BUYER IS AN "ACCREDITED INVESTOR" AS THAT
TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
(C)
RELIANCE ON EXEMPTIONS.
SUCH BUYER UNDERSTANDS THAT THE SECURITIES ARE
BEING OFFERED AND SOLD TO IT IN RELIANCE ON SPECIFIC EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND
THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH AND ACCURACY OF, AND SUCH
BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH BUYER SET FORTH HEREIN IN ORDER TO
DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF SUCH BUYER
TO ACQUIRE THE SECURITIES.
(D)
INFORMATION.
SUCH BUYER AND ITS ADVISORS, IF ANY, HAVE BEEN FURNISHED WITH
ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS OF THE COMPANY
AND MATERIALS RELATING TO THE OFFER AND SALE OF THE SECURITIES WHICH HAVE BEEN
REQUESTED BY SUCH BUYER.
SUCH BUYER AND ITS ADVISORS, IF ANY, HAVE BEEN
AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY.
NEITHER SUCH
INQUIRIES NOR ANY OTHER DUE DILIGENCE INVESTIGATIONS CONDUCTED BY SUCH BUYER OR
ITS ADVISORS, IF ANY, OR ITS REPRESENTATIVES SHALL MODIFY, AMEND OR AFFECT SUCH
BUYER'S RIGHT TO RELY ON THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN.
(E)
EXPERIENCE OF SUCH BUYER.
SUCH BUYER UNDERSTANDS THAT ITS INVESTMENT IN
THE SECURITIES INVOLVES A HIGH DEGREE OF RISK.
SUCH BUYER, 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 BUYER 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 INVESTMENT.
(F)
TAX LIABILITY.
SUCH BUYER HAS SOUGHT SUCH ACCOUNTING, LEGAL AND TAX ADVICE
AS IT HAS CONSIDERED NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION WITH
RESPECT TO ITS ACQUISITION OF THE SECURITIES.
WITH RESPECT TO SUCH MATTERS,
SUCH BUYER RELIES SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR
REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS OTHER THAN THE
REPRESENTATIONS AND