COMPANY, AND HAS
REQUESTED, RECEIVED, REVIEWED AND CONSIDERED ALL INFORMATION IT DEEMS RELEVANT
IN MAKING AN INFORMED DECISION TO PURCHASE THE SHARES. THE PURCHASER IS NOT
RELYING, IN MAKING ITS DECISION TO PURCHASE THE SHARES, ON ANY ORAL
REPRESENTATIONS OR STATEMENTS MADE BY THE COMPANY'S PERSONNEL, AND IS RELYING
SOLELY ON THE INFORMATION CONTAINED IN THE COMPANY'S FILINGS WITH THE SECURITIES
AND EXCHANGE COMMISSION ("SEC DOCUMENTS"). PURCHASER HAS CAREFULLY CONSIDERED
THE POTENTIAL RISKS RELATING TO THE COMPANY AND A PURCHASE OF THE SHARES,
INCLUDING THE RISKS IDENTIFIED UNDER "RISK FACTORS" IN THE SEC DOCUMENTS, AND
FULLY UNDERSTANDS THAT THE SHARES ARE SPECULATIVE AND INCLUDE A HIGH DEGREE OF
RISK OF LOSS. THE PURCHASER ACKNOWLEDGES THAT NO ASSURANCES ARE GIVEN BY THE
COMPANY THAT ANY PENDING PLANS WILL BE COMPLETED.
(B)
THE PURCHASER IS ACQUIRING THE SHARES IN THE ORDINARY COURSE OF
ITS BUSINESS AND FOR ITS OWN ACCOUNT, AND HAS NO PRESENT INTENTION OF
DISTRIBUTING ANY OF THE SHARES NOR ANY ARRANGEMENT OR UNDERSTANDING WITH ANY
OTHER PERSONS REGARDING THE DISTRIBUTION OF SUCH SHARES, OR AS WOULD OTHERWISE
NOT BE IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
TAWS.
(C)
THE PURCHASER HAS COMPLETED OR CAUSED TO BE COMPLETED AND
DELIVERED TO THE COMPANY THE STOCK CERTIFICATE QUESTIONNAIRE AND THE
REGISTRATION STATEMENT QUESTIONNAIRE ATTACHED TO THIS AGREEMENT AS APPENDICES I
AND II, FOR USE IN PREPARATION OF THE CERTIFICATES, ANY NECESSARY FILINGS
REQUIRED BY APPLICABLE STATE SECURITIES LAWS, AND THE REGISTRATION STATEMENT (AS
DEFINED IN SECTION 7.4 BELOW), AND THE
5
ANSWERS TO THE QUESTIONNAIRES ARE TRUE AND CORRECT AND WILL BE TRUE AND CORRECT
AS OF THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
(D)
THE PURCHASER 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 SHARES OR THE FAIRNESS OR SUITABILITY OF
THE INVESTMENT IN THE SHARES NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OF THE SHARES,
(E)
THE PURCHASER IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT. THE PURCHASER IS
ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SHARES.
(F)
THE PURCHASER UNDERSTANDS THAT THE OFFER AND SALE OF THE SHARES
TO THE PURCHASER HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE SECURITIES
ACT OR ANY STATE SECURITIES LAWS, AND THE SHARES MAY NOT BE OFFERED FOR SALE,
SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS AND UNTIL
(I) SUBSEQUENTLY REGISTERED UNDER A SHELF REGISTRATION BEING FILED BY THE
COMPANY, (II) THE PURCHASER SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF
COUNSEL, REASONABLY ACCEPTABLE TO THE COMPANY IN A GENERALLY ACCEPTABLE FORM, TO
THE EFFECT THAT SUCH SHARES TO BE OFFERED FOR SALE, SOLD, ASSIGNED, PLEDGED,
TRANSFERRED OR OTHERWISE DISPOSED OF MAY BE SO OFFERED FOR SALE, SOLD, ASSIGNED,
PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION, OR