PURCHASER IS AN ENTITY DULY ORGANIZED,
VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS
ORGANIZATION WITH THE REQUISITE CORPORATE, PARTNERSHIP OR OTHER POWER AND
AUTHORITY TO ENTER INTO AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS OBLIGATIONS HEREUNDER AND
THEREUNDER.
THE PURCHASE BY THE PURCHASER OF THE SHARES HEREUNDER HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE, PARTNERSHIP OR OTHER ACTION ON THE PART
OF THE PURCHASER.
EACH OF THE TRANSACTION DOCUMENTS HAS BEEN DULY EXECUTED AND
DELIVERED BY THE PURCHASER AND CONSTITUTES THE VALID AND BINDING OBLIGATION OF
THE PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
MAY BE LIMITED BY (I) APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION OR OTHER
LAWS OF GENERAL APPLICATION RELATING TO OR AFFECTING THE ENFORCEMENT OF
CREDITORS RIGHTS GENERALLY, AND (II) THE EFFECT OF RULES OF LAW GOVERNING THE
AVAILABILITY OF SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES.
4.2
NO PUBLIC SALE OR DISTRIBUTION; INVESTMENT INTENT.
THE PURCHASER IS
ACQUIRING THE SHARES FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TOWARDS, OR FOR
RESALE IN CONNECTION WITH, THE PUBLIC SALE OR DISTRIBUTION THEREOF, EXCEPT
PURSUANT TO SALES REGISTERED UNDER THE SECURITIES ACT OR UNDER AN EXEMPTION FROM
SUCH REGISTRATION AND IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES
LAWS, AND THE PURCHASER DOES NOT HAVE A PRESENT ARRANGEMENT TO EFFECT ANY
DISTRIBUTION OF THE SHARES TO OR THROUGH ANY PERSON OR ENTITY; PROVIDED,
HOWEVER, THAT BY MAKING THE REPRESENTATIONS HEREIN, THE PURCHASER DOES NOT AGREE
TO HOLD ANY OF THE SHARES FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND RESERVES
THE RIGHT TO DISPOSE OF THE SHARES AT ANY TIME IN ACCORDANCE WITH OR PURSUANT TO
A REGISTRATION STATEMENT OR AN EXEMPTION UNDER THE SECURITIES ACT.
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4.3
INVESTOR STATUS; ETC.
AT THE TIME THE PURCHASER WAS OFFERED THE SHARES,
IT WAS, AND AT THE DATE HEREOF IT IS, AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(A) UNDER THE SECURITIES ACT.
THE PURCHASER 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
SHARES, AND HAS SO EVALUATED THE MERITS AND RISKS OF SUCH INVESTMENT.
THE
PURCHASER IS ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SHARES AND,
AT THE PRESENT TIME, IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
4.4
SHARES NOT REGISTERED.
THE PURCHASER UNDERSTANDS THAT THE SHARES HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT, BY REASON OF THEIR ISSUANCE BY THE
COMPANY IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND THAT THE SHARES MUST CONTINUE TO BE HELD BY THE PURCHASER
UNLESS A SUBSEQUENT DISPOSITION THEREOF IS REGISTERED UNDER THE SECURITIES ACT
OR IS EXEMPT FROM SUCH REGISTRATION.
THE PURCHASER UNDERSTANDS THAT THE
EXEMPTIONS FROM REGISTRATION AFFORDED BY RULE 144 (THE PROVISIONS OF WHICH ARE
KNOWN TO IT) PROMULGATED UNDER THE SECURITIES ACT DEPEND ON THE