AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, (II) AS LIMITED BY LAWS
RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE, INJUNCTIVE RELIEF OR OTHER
EQUITABLE REMEDIES AND (III) INSOFAR AS INDEMNIFICATION AND CONTRIBUTION
PROVISIONS MAY BE LIMITED BY APPLICABLE LAW.
(B)
OWN ACCOUNT.
SUCH PURCHASER UNDERSTANDS
THAT THE SECURITIES ARE "RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW AND IS ACQUIRING
THE SECURITIES AS PRINCIPAL FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR
DISTRIBUTING OR RESELLING SUCH SECURITIES OR ANY PART THEREOF IN VIOLATION OF
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW, HAS NO PRESENT
INTENTION OF DISTRIBUTING ANY OF SUCH SECURITIES IN VIOLATION OF THE SECURITIES
ACT OR ANY APPLICABLE STATE SECURITIES LAW AND HAS NO ARRANGEMENT OR
UNDERSTANDING WITH ANY OTHER PERSONS REGARDING THE DISTRIBUTION OF SUCH
SECURITIES (THIS REPRESENTATION AND WARRANTY NOT LIMITING SUCH PURCHASER'S RIGHT
TO SELL THE SECURITIES PURSUANT TO THE REGISTRATION STATEMENT OR OTHERWISE IN
COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS) IN VIOLATION OF
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW.
SUCH PURCHASER IS
ACQUIRING THE SECURITIES HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS. SUCH
PURCHASER DOES NOT HAVE ANY AGREEMENT OR UNDERSTANDING, DIRECTLY OR INDIRECTLY,
WITH ANY PERSON TO DISTRIBUTE ANY OF THE SECURITIES.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER
WAS OFFERED THE SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS, AND ON EACH
DATE ON WHICH IT CONVERTS ANY DEBENTURES OR EXERCISES ANY WARRANTS, IT WILL BE
EITHER: (I) AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1), (A)(2),
(A)(3), (A)(7) OR (A)(8) UNDER THE SECURITIES ACT OR (II) A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A(A) UNDER THE SECURITIES ACT.
SUCH
PURCHASER IS NOT REQUIRED TO BE REGISTERED AS A BROKER-DEALER UNDER SECTION 15
OF THE EXCHANGE ACT.
(D)
EXPERIENCE OF SUCH PURCHASER.
SUCH
PURCHASER, EITHER ALONE OR TOGETHER WITH ITS REPRESENTATIVES, HAS SUCH
KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS
TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT
IN THE SECURITIES, AND HAS SO EVALUATED THE MERITS AND RISKS OF SUCH
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INVESTMENT.
SUCH PURCHASER IS ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT
IN THE SECURITIES AND, AT THE PRESENT TIME, IS ABLE TO AFFORD A COMPLETE LOSS OF
SUCH INVESTMENT.
(E)
GENERAL SOLICITATION.
SUCH 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.
(F)
SHORT SALES AND CONFIDENTIALITY PRIOR TO
THE DATE HEREOF.
OTHER THAN CONSUMMATING THE TRANSACTIONS CONTEMPLATED
HEREUNDER, SUCH PURCHASER HAS NOT DIRECTLY OR INDIRECTLY, NOR HAS ANY PERSON
ACTING ON BEHALF OF OR PURSUANT TO ANY UNDERSTANDING WITH SUCH PURCHASER,
EXECUTED ANY PURCHASES OR SALES, INCLUDING SHORT SALES, OF THE SECURITIES OF THE
COMPANY