EXCEPT PURSUANT TO
SALES REGISTERED OR EXEMPTED UNDER THE 1933 ACT.
(B)
ACCREDITED INVESTOR STATUS.
THE BUYER IS AN "ACCREDITED INVESTOR"
AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
(C)
RELIANCE ON EXEMPTIONS.
THE BUYER UNDERSTANDS THAT THE SHARES ARE
BEING OFFERED AND SOLD TO IT IN RELIANCE ON SPECIFIC EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND
THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH AND ACCURACY OF, AND THE
BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGMENTS AND UNDERSTANDINGS OF THE BUYER SET FORTH HEREIN IN ORDER TO
DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF THE BUYER
TO ACQUIRE THE SHARES.
(D)
INFORMATION.
THE BUYER AND ITS ADVISORS, IF ANY, HAVE BEEN
FURNISHED WITH ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS
OF THE COMPANY AND MATERIALS RELATING TO THE OFFER AND SALE OF THE SHARES WHICH
HAVE BEEN REQUESTED BY THE BUYER.
THE BUYER AND ITS ADVISORS, IF ANY, HAVE BEEN
AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY.
NEITHER SUCH
INQUIRIES NOR ANY OTHER DUE DILIGENCE INVESTIGATIONS CONDUCTED BY THE BUYER OR
ITS ADVISORS, IF ANY, OR ITS REPRESENTATIVES SHALL MODIFY, AMEND OR AFFECT THE
BUYER'S RIGHT TO RELY ON THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED
HEREIN.
THE BUYER UNDERSTANDS THAT ITS INVESTMENT IN THE SHARES INVOLVES A HIGH
DEGREE OF RISK.
THE BUYER HAS SOUGHT SUCH ACCOUNTING, LEGAL AND TAX ADVICE AS
IT HAS CONSIDERED NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT
TO ITS ACQUISITION OF THE SHARES.
(E)
NO GOVERNMENTAL REVIEW.
THE BUYER 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.
(F)
TRANSFER OR RESALE.
THE BUYER UNDERSTANDS THAT EXCEPT AS
PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT: (I) THE SHARES HAVE NOT BEEN AND
ARE NOT BEING REGISTERED UNDER THE 1933 ACT OR ANY STATE SECURITIES LAWS, AND
MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR TRANSFERRED UNLESS
(A) SUBSEQUENTLY REGISTERED THEREUNDER, (B) THE BUYER SHALL HAVE DELIVERED TO
THE COMPANY AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, TO THE EFFECT
THAT SUCH SHARES TO BE SOLD, ASSIGNED OR TRANSFERRED MAY BE SOLD, ASSIGNED OR
TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR (C) THE BUYER
PROVIDES THE COMPANY WITH REASONABLE ASSURANCE THAT SUCH SHARES CAN BE SOLD,
ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE 1933 ACT, AS
AMENDED, (OR A SUCCESSOR RULE THERETO) ("RULE 144"); (II) ANY SALE OF THE SHARES
MADE IN RELIANCE ON RULE 144 MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF
RULE 144 AND FURTHER, IF RULE 144 IS NOT APPLICABLE, ANY RESALE OF THE SHARES
UNDER CIRCUMSTANCES IN WHICH THE SELLER (OR THE PERSON