TO PURCHASE THE SECURITIES.
(E)
GENERAL SOLICITATION.
PURCHASER IS NOT PURCHASING THE SECURITIES
AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION
REGARDING THE SECURITIES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIA
OR BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR OR ANY OTHER
GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
AT NO TIME WAS THE PURCHASER
PRESENTED WITH OR SOLICITED BY ANY PUBLICLY ISSUED OR CIRCULATED NEWSPAPER,
MAIL, RADIO, TELEVISION, OR TO THE PURCHASER'S KNOWLEDGE, ANY OTHER FORM OF
GENERAL ADVERTISING OR SOLICITATION IN CONNECTION WITH THE OFFER, SALE AND
PURCHASE OF THE SECURITIES.
(F)
REGISTRATION REQUIRED.
PURCHASER HEREBY COVENANTS WITH THE
COMPANY NOT TO, DIRECTLY OR INDIRECTLY, OFFER, SELL, PLEDGE, TRANSFER, OR
OTHERWISE DISPOSE OF (OR SOLICIT OFFERS TO BUY, PURCHASE OR OTHERWISE ACQUIRE OR
TAKE PLEDGE OF) ANY OF THE SECURITIES WITHOUT COMPLYING WITH THE PROVISIONS
HEREOF, THE 2004 REGISTRATION RIGHTS AGREEMENT AND THE SECURITIES ACT AND THE
APPLICABLE RULES AND REGULATIONS OF THE COMMISSION THEREUNDER, INCLUDING WITHOUT
LIMITATION, THE PROSPECTUS DELIVERY REQUIREMENT UNDER THE SECURITIES ACT TO BE
SATISFIED (UNLESS PURCHASER IS SELLING SUCH SECURITIES IN A TRANSACTION NOT
SUBJECT TO THE PROSPECTUS DELIVERY REQUIREMENT), AND PURCHASER ACKNOWLEDGES THAT
THE
14
CERTIFICATES EVIDENCING THE SHARES WILL BE IMPRINTED WITH A LEGEND THAT
PROHIBITS THEIR TRANSFER EXCEPT IN ACCORDANCE THEREWITH.
(G)
ACCESS TO INFORMATION.
PURCHASER ACKNOWLEDGES THAT IT HAS
REVIEWED THE DISCLOSURE MATERIALS AND HAS BEEN AFFORDED (I) THE OPPORTUNITY TO
ASK SUCH QUESTIONS AS IT HAS DEEMED NECESSARY OF, AND TO RECEIVE ANSWERS FROM,
REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE
OFFERING OF THE SECURITIES AND THE MERITS AND RISKS OF INVESTING IN THE
SECURITIES; (II) ACCESS TO INFORMATION ABOUT THE COMPANY AND THE SUBSIDIARIES
AND THEIR RESPECTIVE FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS,
PROPERTIES, MANAGEMENT AND PROSPECTS SUFFICIENT TO ENABLE IT TO EVALUATE ITS
INVESTMENT; AND (III) THE OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION THAT
THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE THAT
IS NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE
INVESTMENT.
NEITHER SUCH INQUIRIES NOR ANY OTHER INVESTIGATION CONDUCTED BY OR
ON BEHALF OF PURCHASER OR ITS REPRESENTATIVES OR COUNSEL SHALL MODIFY, AMEND OR
AFFECT PURCHASER'S RIGHT TO RELY ON THE TRUTH, ACCURACY AND COMPLETENESS OF THE
DISCLOSURE MATERIALS AND THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED
IN THE TRANSACTION DOCUMENTS.
(H)
CERTAIN FEES.
EXCEPT FOR THE FEES THAT WILL BE PAYABLE BY THE
COMPANY UNDER SECTION 3.1(W), PURCHASER HAS NOT ENTERED INTO ANY AGREEMENT OR
ARRANGEMENT THAT WOULD ENTITLE ANY BROKER OR FINDER TO COMPENSATION BY THE
COMPANY IN CONNECTION WITH THE SALE OF THE COMPANY SECURITIES TO PURCHASER
(I)
NO TAX, LEGAL OR INVESTMENT ADVICE.
PURCHASER UNDERSTANDS THAT
NOTHING IN THE TRANSACTION DOCUMENTS OR ANY OTHER MATERIALS PRESENTED TO
PURCHASER IN CONNECTION WITH THE PURCHASE AND SALE OF THE SECURITIES CONSTITUTES
TAX, LEGAL, OR INVESTMENT ADVICE.
PURCHASER HAS CONSULTED SUCH TAX, LEGAL, AND
INVESTMENT ADVISORS AS IT, IN ITS SOLE DISCRETION, HAS DEEMED NECESSARY OR
APPROPRIATE IN