OTHER
OFFERING MATERIAL EXCEPT THAT DESCRIBED IN THIS SECTION 3.
EACH PURCHASER (I) HAS NO NEED FOR LIQUIDITY IN THIS INVESTMENT, (II) IS ABLE TO
BEAR THE ECONOMIC RISKS OF AN INVESTMENT IN THE SHARES FOR AN INDEFINITE PERIOD
OF TIME, AND (III) AT THE PRESENT TIME, COULD AFFORD A COMPLETE LOSS OF SUCH
INVESTMENT.
EACH PURCHASER RECOGNIZES THAT AN INVESTMENT IN THE SHARES INVOLVES SUBSTANTIAL
RISKS.
EACH PURCHASER IS AUTHORIZED AND OTHERWISE DULY QUALIFIED TO PURCHASE AND HOLD
SHARES AND TO ENTER INTO THIS PURCHASE AGREEMENT, HAS ITS PRINCIPAL PLACE OF
BUSINESS AS SET FORTH ON THE SIGNATURE PAGE HEREOF AND HAS NOT BEEN FORMED FOR
THE SPECIFIC PURPOSE OF ACQUIRING SHARES IN THE COMPANY UNLESS ALL OF ITS EQUITY
OWNERS QUALIFY AS ACCREDITED INVESTORS.
BENEFICIARIES OF A TRUST WILL NOT BE
CONSIDERED EQUITY OWNERS OF SUCH ENTITY.
EACH PURCHASER HEREBY CERTIFIES UNDER PENALTIES OF PERJURY THAT THE TAXPAYER
IDENTIFICATION NUMBER SHOWN ON THE SIGNATURE PAGE FOR THIS PURCHASE AGREEMENT IS
ITS TRUE, CORRECT AND COMPLETE TAXPAYER IDENTIFICATION NUMBER.
IF ANY PURCHASER IS, OR IS ACTING ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN SUBJECT
TO ERISA (A "PLAN"), SUCH PURCHASER OR PLAN REPRESENTS AND WARRANTS TO THE
COMPANY THAT SUCH PURCHASER HAS DETERMINED THAT THE PURCHASE OF THE SHARES IS
CONSISTENT WITH SUCH PURCHASER'S RESPONSIBILITIES UNDER ERISA, INCLUDING THOSE
PERTAINING TO THE DIVERSIFICATION OF PLAN ASSETS; AND SUCH PURCHASER OR PLAN (I)
IS RESPONSIBLE FOR THE DECISION TO INVEST IN THE COMPANY; (II) IS INDEPENDENT OF
THE COMPANY AND ITS RESPECTIVE AFFILIATES; (III) IS DULY AUTHORIZED AND
QUALIFIED TO MAKE SUCH INVESTMENT DECISION; (IV) HAS NOT RELIED ON ANY ADVICE OR
RECOMMENDATION OF THE COMPANY OR ANY OF ITS AFFILIATES AS A PRIMARY BASIS FOR
MAKING THE DECISION TO INVEST IN THE COMPANY; AND (V) SUCH PURCHASER SIGNING
THIS PURCHASE AGREEMENT IS A NAMED FIDUCIARY OF THE PLAN WITH RESPECT TO THE
INVESTMENT OF THE ASSETS OF THE PLAN.
PURCHASE FOR INVESTMENT.
EACH PURCHASER REPRESENTS AND WARRANTS TO THE COMPANY
THAT IT WILL ACQUIRE THE SHARES TO BE PURCHASED BY IT FOR ITS OWN ACCOUNT FOR
INVESTMENT AND NOT WITH A VIEW TO THE DISTRIBUTION THEREOF, AND THAT IT HAS NO
PRESENT INTENTION OF MAKING ANY DISTRIBUTION OR DISPOSITION OF THEM; PROVIDED,
HOWEVER, THAT THE DISPOSITION OF ITS PROPERTY SHALL AT ALL TIMES BE AND REMAIN
WITHIN ITS CONTROL.
THE ACQUISITION OF SHARES BY EACH PURCHASER SHALL
CONSTITUTE ITS CONFIRMATION OF SAID REPRESENTATION AND WARRANTY.
EACH PURCHASER
UNDERSTANDS THAT THE SHARES ARE BEING SOLD TO IT IN A TRANSACTION THAT IS EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND THAT THE SHARES
MUST BE HELD BY IT AND MAY NOT BE RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED
UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
EACH
PURCHASER FURTHER UNDERSTANDS THAT THE SHARES WILL BE LEGENDED WITH A NOTATION
THAT THEY WERE ACQUIRED FOR INVESTMENT IN AN EXEMPT TRANSACTION AND THAT THEY
MAY NOT BE RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES