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 SUCH BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH BUYER SET
FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF SUCH BUYER TO ACQUIRE THE SECURITIES.
(D)
INFORMATION.
SUCH 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 SECURITIES WHICH HAVE BEEN REQUESTED BY SUCH BUYER.
SUCH 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 SUCH BUYER OR ITS ADVISORS, IF ANY, OR ITS REPRESENTATIVES SHALL
MODIFY, AMEND OR AFFECT SUCH BUYER'S RIGHT TO RELY ON THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
SUCH BUYER UNDERSTANDS THAT
ITS INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK.
SUCH 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
SECURITIES.
(E)
NO GOVERNMENTAL REVIEW.
SUCH 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 SECURITIES OR THE FAIRNESS OR SUITABILITY OF THE INVESTMENT
IN THE SECURITIES NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OF THE SECURITIES.
(F)
TRANSFER OR RESALE.
SUCH BUYER
UNDERSTANDS THAT: (I) EXCEPT AS PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT,
THE SECURITIES 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) SUCH BUYER SHALL
HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, IN A FORM GENERALLY
ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH SECURITIES TO BE SOLD,
ASSIGNED OR TRANSFERRED MAY BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION, OR (C) SUCH BUYER SHALL HAVE SATISFIED THE
REQUIREMENTS OF RULE 144(K) PROMULGATED UNDER THE 1933 ACT, AS AMENDED (OR A
SUCCESSOR RULE THERETO); (II) ANY SALE OF THE SECURITIES MADE IN RELIANCE ON
RULE 144 OR RULE 144A PROMULGATED UNDER THE 1933 ACT, AS AMENDED (OR A SUCCESSOR
RULE THERETO) (COLLECTIVELY, "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 SECURITIES UNDER CIRCUMSTANCES IN WHICH THE SELLER (OR THE PERSON (AS
DEFINED IN SECTION 3(R)) THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED TO BE AN
UNDERWRITER (AS THAT TERM IS DEFINED IN THE 1933 ACT) MAY REQUIRE COMPLIANCE
WITH SOME OTHER EXEMPTION UNDER THE 1933 ACT OR THE RULES AND REGULATIONS