RISKS OF THE INVESTMENT.
B.
THE HOLDER IS ACQUIRING THIS WARRANT AND
UPON EXERCISE THE SHARES OF COMMON STOCK FOR INVESTMENT FOR SUCH HOLDER'S OWN
ACCOUNT AND NOT WITH THE VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY
DISTRIBUTION THEREOF.
THE HOLDER UNDERSTANDS THAT THIS WARRANT (AND THE COMMON
STOCK ISSUABLE UPON EXERCISE HEREOF) HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), BY REASON OF A
SPECIFIC EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT WHICH
DEPENDS UPON, AMONG OTHER THINGS, THE BONA FIDE NATURE OF THE INVESTMENT INTENT
AS EXPRESSED HEREIN.
THE HOLDER DOES NOT HAVE ANY CONTRACT, UNDERTAKING,
AGREEMENT OR ARRANGEMENT WITH ANY PERSON TO SELL, TRANSFER OR GRANT
PARTICIPATION TO ANY THIRD PERSON WITH RESPECT TO THE WARRANT (OR ANY COMMON
STOCK ISSUABLE UPON EXERCISE HEREOF).
THE HOLDER UNDERSTANDS AND ACKNOWLEDGES
THAT THE OFFERING OF THE WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT WILL NOT BE REGISTERED UNDER THE SECURITIES ACT ON THE GROUND THAT
THE SALE PROVIDED FOR IN THIS WARRANT AND THE ISSUANCE OF SECURITIES HEREUNDER
IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
6
C.
THE HOLDER ACKNOWLEDGES THAT THE
WARRANT (AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT) MUST BE
HELD INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
THE HOLDER IS AWARE OF RULE 144
PROMULGATED UNDER THE SECURITIES ACT WHICH PERMITS LIMITED RESALE OF SECURITIES
PURCHASED IN A PRIVATE PLACEMENT SUBJECT TO THE SATISFACTION OF CERTAIN
CONDITIONS.
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE
SECURITIES IN QUESTION, THE HOLDER MAY SELL, TRANSFER, OR OTHERWISE DISPOSE OF
THE WARRANT (AND ANY COMMON STOCK ISSUED ON EXERCISE HEREOF) ONLY IN A MANNER
CONSISTENT WITH THE TERMS HEREOF AND THE HOLDER'S REPRESENTATIONS AND WARRANTIES
HEREIN.
IN CONNECTION THEREWITH, THE HOLDER ACKNOWLEDGES THAT THE COMPANY WILL
MAKE A NOTATION ON ITS STOCK BOOKS REGARDING THE RESTRICTIONS ON TRANSFER SET
FORTH IN THIS SECTION 9 AND WILL TRANSFER SECURITIES ON THE BOOKS OF THE COMPANY
ONLY TO THE EXTENT NOT INCONSISTENT THEREWITH.
D.
THE HOLDER HAS RECEIVED AND REVIEWED
INFORMATION ABOUT THE COMPANY AND HAS HAD AN OPPORTUNITY TO DISCUSS THE
COMPANY'S BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS WITH ITS MANAGEMENT AND TO
REVIEW THE COMPANY'S FACILITIES.
THE HOLDER UNDERSTANDS THAT SUCH DISCUSSIONS,
AS WELL AS ANY WRITTEN INFORMATION ISSUED BY THE COMPANY, WERE INTENDED TO
DESCRIBE THE ASPECTS OF THE COMPANY'S BUSINESS AND PROSPECTS WHICH THE COMPANY
BELIEVES TO BE MATERIAL, BUT WERE NOT NECESSARILY A THOROUGH OR EXHAUSTIVE
DESCRIPTION.
E.
THE HOLDER ACKNOWLEDGES THAT IT
IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501 OF THE REGULATION D AS PROMULGATED
BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT AND SHALL
SUBMIT TO THE COMPANY SUCH FURTHER ASSURANCES OF SUCH STATUS AS MAY BE
REASONABLY REQUESTED BY THE COMPANY.
FOR STATE SECURITIES LAW PURPOSES, THE
HOLDER IS A RESIDENT OF THE CAYMAN ISLANDS.
F.
THIS