LIMITED BY GENERAL EQUITABLE PRINCIPLES
AND APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND OTHER LAWS
OF GENERAL APPLICATION AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY,
(B) AS LIMITED BY LAWS RELATING TO THE AVAILABILITY OF SPECIFIC PERFORMANCE,
INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES AND (C) INSOFAR AS INDEMNIFICATION
AND CONTRIBUTION PROVISIONS MAY BE LIMITED BY APPLICABLE LAW.
16
3.2.2
OWN ACCOUNT. SUCH PURCHASER UNDERSTANDS THAT THE SECURITIES ARE
"RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE OR FOREIGN SECURITIES LAW.
SUCH PURCHASER 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, HAS NO PRESENT
INTENTION OF DISTRIBUTING ANY SUCH SECURITIES IN VIOLATION OF THE SECURITIES
ACT, ANY APPLICABLE STATE SECURITIES LAW AND/OR ANY FOREIGN LAWS AND HAS NO
DIRECT OR INDIRECT ARRANGEMENT OR UNDERSTANDINGS WITH ANY OTHER PERSON TO
DISTRIBUTE OR REGARDING THE DISTRIBUTION OF SUCH SECURITIES (THIS REPRESENTATION
AND WARRANTY NOT LIMITING SUCH PURCHASER'S RIGHT TO SELL THE SECURITIES IN
COMPLIANCE WITH APPLICABLE U.S. FEDERAL AND STATE AND FOREIGN 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.
3.2.3
PURCHASER STATUS. AT THE TIME SUCH PURCHASER WAS OFFERED THE
SECURITIES AND AS OF THE DATE HEREOF, EITHER (A) IT WAS AND IS AN "ACCREDITED
INVESTOR" AS THAT TERM IS DEFINED UNDER REGULATION D, OR (B) IT WAS NOT AND IS
NOT A "U.S. PERSON" AS THAT TERM IS DEFINED IN RULE 902(O) OF REGULATION S AND
THE SALE OF THE SECURITIES CONSTITUTED AN "OFFSHORE TRANSACTION" AS THAT TERM IS
DEFINED IN RULE 902(I) OF REGULATION S, AND THAT ALL STATEMENTS AND ANSWERS
PROVIDED TO ISSUER BY SUCH PURCHASER IN ITS INVESTOR QUESTIONNAIRE ARE TRUE AND
ACCURATE AS OF THE DATE GIVEN AND AS OF THE DATE OF THE
CLOSING.
3.2.4
EXPERIENCE OF PURCHASER. SUCH 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 INVESTMENT IN THE SECURITIES,
AND HAS SO EVALUATED THE MERITS AND RISKS OF SUCH 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.
3.2.5
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.
3.2.6
AVAILABLE INFORMATION.
SUCH PURCHASER ACKNOWLEDGES THAT, PRIOR TO
EXECUTING THIS AGREEMENT, IT HAS BEEN GIVEN AN OPPORTUNITY TO ASK QUESTIONS OF
AND RECEIVE ANSWERS FROM, ISSUER CONCERNING THE TERMS AND CONDITIONS OF THE
OFFERING OF THE SECURITIES AND TO OBTAIN ANY OTHER INFORMATION THAT IT HAS
REQUESTED WITH RESPECT TO