A PRESENT
ARRANGEMENT (WHETHER OR NOT LEGALLY BINDING) OR INTENTION TO EFFECT ANY
DISTRIBUTION OF ANY OF THE SECURITIES TO OR THROUGH ANY PERSON OR ENTITY;
PROVIDED, HOWEVER, THAT BY MAKING THE REPRESENTATIONS HEREIN, SUCH PURCHASER
DOES NOT AGREE TO HOLD THE SECURITIES FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND
RESERVES THE RIGHT TO DISPOSE OF THE SECURITIES AT ANY TIME IN ACCORDANCE WITH
FEDERAL AND STATE SECURITIES LAWS APPLICABLE TO SUCH DISPOSITION.
EACH
PURCHASER ACKNOWLEDGES THAT IT (I) HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS SUCH THAT PURCHASER IS CAPABLE OF EVALUATING THE
MERITS AND RISKS OF PURCHASER'S INVESTMENT IN THE COMPANY, (II) IS ABLE TO BEAR
THE FINANCIAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE SECURITIES AND (III)
HAS BEEN GIVEN FULL ACCESS TO SUCH RECORDS OF THE COMPANY AND THE SUBSIDIARIES
AND TO THE OFFICERS OF THE COMPANY AND THE SUBSIDIARIES AS IT HAS DEEMED
NECESSARY OR APPROPRIATE TO CONDUCT ITS DUE DILIGENCE INVESTIGATION.
(E)
RULE 144.
EACH PURCHASER UNDERSTANDS THAT THE SECURITIES MUST BE
HELD INDEFINITELY UNLESS SUCH SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
EACH PURCHASER ACKNOWLEDGES
THAT SUCH PERSON IS FAMILIAR WITH RULE 144 OF THE RULES AND REGULATIONS OF THE
COMMISSION, AS AMENDED, PROMULGATED PURSUANT TO THE SECURITIES ACT ("RULE 144"),
AND THAT SUCH PURCHASER HAS BEEN ADVISED THAT RULE 144 PERMITS
13
RESALES ONLY UNDER CERTAIN CIRCUMSTANCES.
EACH PURCHASER UNDERSTANDS THAT TO
THE EXTENT THAT RULE 144 IS NOT AVAILABLE, SUCH PURCHASER WILL BE UNABLE TO SELL
ANY SECURITIES WITHOUT EITHER REGISTRATION UNDER THE SECURITIES ACT OR THE
EXISTENCE OF ANOTHER EXEMPTION FROM SUCH REGISTRATION REQUIREMENT.
(F)
GENERAL.
EACH PURCHASER UNDERSTANDS THAT THE SECURITIES ARE
BEING OFFERED AND SOLD IN RELIANCE ON A TRANSACTIONAL EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS AND THE COMPANY
IS RELYING UPON THE TRUTH AND ACCURACY OF THE REPRESENTATIONS, WARRANTIES,
AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH PURCHASER SET FORTH
HEREIN IN ORDER TO DETERMINE THE APPLICABILITY OF SUCH EXEMPTIONS AND THE
SUITABILITY OF SUCH PURCHASER TO ACQUIRE THE SECURITIES.
EACH PURCHASER
UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE AGENCY OR ANY GOVERNMENT OR
GOVERNMENTAL AGENCY HAS PASSED UPON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF
THE SECURITIES.
NONE OF THE PURCHASERS HAS ENGAGED IN ANY SHORT SALE OF THE
COMPANY'S COMMON STOCK PRIOR TO THE CONSUMMATION OF THE TRANSACTION CONTEMPLATED
BY THIS AGREEMENT.
(G)
NO GENERAL SOLICITATION.
EACH PURCHASER ACKNOWLEDGES THAT THE
SECURITIES WERE NOT OFFERED TO SUCH PURCHASER BY MEANS OF ANY FORM OF GENERAL OR
PUBLIC SOLICITATION OR GENERAL ADVERTISING, OR PUBLICLY DISSEMINATED
ADVERTISEMENTS OR SALES LITERATURE, INCLUDING (I) ANY ADVERTISEMENT, ARTICLE,
NOTICE OR OTHER COMMUNICATION PUBLISHED IN ANY NEWSPAPER, MAGAZINE, OR SIMILAR
MEDIA, OR BROADCAST OVER TELEVISION OR RADIO, OR (II) ANY SEMINAR OR MEETING TO
WHICH SUCH PURCHASER WAS INVITED BY ANY OF THE FOREGOING MEANS OF
COMMUNICATIONS.
EACH PURCHASER, IN MAKING THE DECISION TO PURCHASE THE
SECURITIES, HAS RELIED UPON INDEPENDENT INVESTIGATION MADE BY IT