AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D, AND WAS NOT
ORGANIZED FOR THE PURPOSE OF THIS INVESTMENT.
(C)
RELIANCE ON EXEMPTIONS.
EACH PURCHASER UNDERSTANDS THAT THE
SECURITIES ARE BEING OFFERED AND SOLD TO SUCH PURCHASER IN RELIANCE UPON
SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL
AND STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING UPON THE TRUTH AND
ACCURACY OF, AND SUCH PURCHASER'S COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH PURCHASER SET
FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF SUCH PURCHASER TO ACQUIRE THE SECURITIES.
(D)
INFORMATION.
EACH PURCHASER AND ITS COUNSEL, IF ANY, HAVE BEEN
FURNISHED ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS OF THE
COMPANY AND MATERIALS
3
relating to the offer and sale of the Securities which have been specifically
requested by such Purchaser or its counsel.
Each Purchaser and its counsel have
been afforded the opportunity to ask questions of the Company and have received
what each Purchaser believes to be satisfactory answers to any such inquiries.
Neither such inquiries nor any other investigation conducted by the Purchasers
or its counsel or any of its representatives shall modify, amend or affect the
Purchasers' right to rely on the Company's representations and warranties
contained in Section 3 below.
Each Purchaser understands that the Purchaser's
investment in the Securities involves a high degree of risk.
(E)
GOVERNMENTAL REVIEW.
EACH PURCHASER UNDERSTANDS THAT NO UNITED
STATES FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY
HAS PASSED UPON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES.
(F)
TRANSFER OR RESALE.
EACH PURCHASER UNDERSTANDS THAT (I) EXCEPT
AS PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT, THE SALE OR RESALE OF THE
SECURITIES HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE SECURITIES ACT
OR ANY STATE SECURITIES LAWS, AND THE SECURITIES MAY NOT BE TRANSFERRED UNLESS
(A) THE RESALE OF THE SECURITIES HAS BEEN REGISTERED THEREUNDER; OR (B) THE
PURCHASER SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL (WHICH
OPINION SHALL BE IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL
IN COMPARABLE TRANSACTIONS) TO THE EFFECT THAT THE SECURITIES TO BE SOLD OR
TRANSFERRED MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION; OR (C) THE SECURITIES ARE SOLD UNDER AND IN COMPLIANCE WITH RULE
144 PROMULGATED UNDER THE SECURITIES ACT (OR A SUCCESSOR RULE) ("RULE 144"); OR
(D) THE SECURITIES ARE SOLD OR TRANSFERRED TO AN AFFILIATE OF THE PURCHASER OR,
IN THE CASE OF THE WARRANTS, TO ANOTHER PURCHASER, WHO AGREES TO SELL OR
OTHERWISE TRANSFER THE SECURITIES ONLY IN ACCORDANCE WITH THE PROVISIONS OF THIS
SECTION 2(F) AND WHO IS AN ACCREDITED INVESTOR; AND (II) NEITHER THE COMPANY NOR
ANY OTHER PERSON IS UNDER ANY OBLIGATION TO REGISTER SUCH SECURITIES UNDER THE
SECURITIES ACT OR ANY STATE SECURITIES LAWS OTHER THAN PURSUANT TO THE
REGISTRATION RIGHTS AGREEMENT.
NOTWITHSTANDING THE FOREGOING OR ANYTHING ELSE
CONTAINED