THE PURCHASERS HEREBY REPRESENTS AND WARRANTS TO THE COMPANY AND THE
PLACEMENT AGENT WITH RESPECT TO ITSELF, AND AGREES WITH THE COMPANY AS FOLLOWS:
(1)
THE PURCHASER (A) IS KNOWLEDGEABLE, SOPHISTICATED AND EXPERIENCED IN
MAKING, AND IS QUALIFIED TO MAKE, DECISIONS WITH RESPECT TO INVESTMENTS IN
SHARES REPRESENTING AN INVESTMENT DECISION LIKE THAT INVOLVED IN THE PURCHASE OF
THE SHARES, INCLUDING INVESTMENTS IN SECURITIES ISSUED BY THE COMPANY, AND HAS
REQUESTED, RECEIVED, REVIEWED AND CONSIDERED ALL INFORMATION IT DEEMS RELEVANT
IN MAKING AN INFORMED DECISION TO PURCHASE THE SHARES; (B) IS ACQUIRING THE
NUMBER OF SHARES SET FORTH ON THE SIGNATURE PAGE HERETO IN THE ORDINARY COURSE
OF ITS BUSINESS AND FOR ITS OWN ACCOUNT FOR INVESTMENT ONLY AND WITH NO PRESENT
INTENTION OF DISTRIBUTING ANY OF SUCH SHARES OR ANY ARRANGEMENT OR UNDERSTANDING
WITH ANY OTHER PERSONS REGARDING THE DISTRIBUTION OF SUCH SHARES WITHIN THE
MEANING OF SECTION 2(11) OF THE SECURITIES ACT; (C) WILL NOT DIRECTLY OR
INDIRECTLY, OFFER, SELL, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OF (OR SOLICIT
ANY OFFERS TO BUY, PURCHASE OR OTHERWISE ACQUIRE OR TAKE A PLEDGE OF) ANY OF THE
SHARES EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND THE RULES AND
REGULATIONS OF THE COMMISSION; (D) HAS COMPLETED OR CAUSED TO BE COMPLETED THE
PURCHASER QUESTIONNAIRE ATTACHED HERETO AS EXHIBIT B, FOR USE IN PREPARATION OF
THE REGISTRATION STATEMENT, AND THE ANSWERS THERETO ARE TRUE AND CORRECT AS OF
THE DATE HEREOF AND WILL BE TRUE AND CORRECT AS OF THE EFFECTIVE DATE OF THE
REGISTRATION STATEMENT; (E) HAS, IN CONNECTION WITH ITS DECISION TO PURCHASE
SHARES, RELIED SOLELY UPON INFORMATION CONTAINED IN THE SEC REPORTS (AS DEFINED
IN SECTION C7 HEREOF) AND THE SPECIFIC REPRESENTATIONS AND WARRANTIES OF THE
COMPANY CONTAINED HEREIN; (F) IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF
RULE 501(A) OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
(2)
THE PURCHASER WILL NOT MAKE ANY SALE OF THE SHARES UNDER THE REGISTRATION
STATEMENT WITHOUT EFFECTIVELY COMPLYING WITH THE PROSPECTUS DELIVERY REQUIREMENT
UNDER THE SECURITIES ACT.
THE PURCHASER HAS NOT ENTERED INTO ANY AGREEMENT,
UNDERSTANDING OR ARRANGEMENT WITH ANY UNDERWRITER OR BROKER-DEALER REGARDING ANY
RESALE OF THE SHARES AND WILL PROMPTLY NOTIFY THE COMPANY IF IT ENTERS INTO SUCH
AN AGREEMENT.
(3)
THE PURCHASER ACKNOWLEDGES THAT THERE MAY OCCASIONALLY BE TIMES WHEN THE
COMPANY MUST SUSPEND THE USE OF THE PROSPECTUS FORMING A PART OF THE
REGISTRATION STATEMENT UNTIL SUCH TIME AS AN AMENDMENT OR SUPPLEMENT TO THE
REGISTRATION STATEMENT OR THE PROSPECTUS HAS BEEN FILED BY THE COMPANY AND ANY
SUCH AMENDMENT TO THE REGISTRATION STATEMENT IS DECLARED EFFECTIVE BY THE
COMMISSION, OR UNTIL SUCH TIME AS THE COMPANY HAS FILED AN APPROPRIATE REPORT
WITH THE COMMISSION PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
(THE "EXCHANGE ACT"); PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT BE PERMITTED
TO SUSPEND THE USE OF SUCH PROSPECTUS FOR MORE THAN AN AGGREGATE OF UP TO 90
DAYS IN ANY ONE YEAR PERIOD AND PROVIDED, FURTHER, THAT THE COMPANY SHALL NOT