501(A) UNDER
THE SECURITIES ACT.
SUCH INVESTOR IS NOT A REGISTERED BROKER-DEALER UNDER
SECTION 15 OF THE EXCHANGE ACT.
(D)
GENERAL SOLICITATION.
SUCH INVESTOR 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.
(E)
ACCESS TO INFORMATION.
SUCH INVESTOR
ACKNOWLEDGES THAT IT HAS REVIEWED THE DISCLOSURE MATERIALS AND HAS BEEN AFFORDED
(I) THE OPPORTUNITY TO ASK SUCH QUESTIONS AS IT HAS DEEMED NECESSARY OF, AND TO
RECEIVE ANSWERS FROM, REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND
CONDITIONS OF THE OFFERING OF THE SHARES AND THE MERITS AND RISKS OF INVESTING
IN THE SECURITIES; (II) ACCESS TO INFORMATION ABOUT THE COMPANY AND THE
SUBSIDIARIES AND THEIR RESPECTIVE FINANCIAL CONDITION, RESULTS OF OPERATIONS,
BUSINESS, PROPERTIES, MANAGEMENT AND PROSPECTS SUFFICIENT TO ENABLE IT TO
EVALUATE ITS INVESTMENT; AND (III) THE OPPORTUNITY TO OBTAIN SUCH ADDITIONAL
INFORMATION THAT THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT UNREASONABLE
EFFORT OR EXPENSE THAT IS NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION WITH
RESPECT TO THE INVESTMENT.
NEITHER SUCH INQUIRIES NOR ANY OTHER INVESTIGATION
CONDUCTED BY OR ON BEHALF OF SUCH INVESTOR OR ITS REPRESENTATIVES OR COUNSEL
SHALL MODIFY, AMEND OR AFFECT SUCH INVESTOR'S RIGHT TO RELY ON THE TRUTH,
ACCURACY AND COMPLETENESS OF THE DISCLOSURE MATERIALS AND THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE TRANSACTION DOCUMENTS.
(F)
CERTAIN TRADING ACTIVITIES.
SUCH
INVESTOR COVENANTS THAT NEITHER IT NOR ANY PERSON ACTING ON ITS BEHALF OR
PURSUANT TO ANY UNDERSTANDING WITH IT WILL ENGAGE IN ANY TRANSACTIONS IN THE
SECURITIES OF THE COMPANY (INCLUDING SHORT SALES) PRIOR TO THE TIME THAT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE PUBLICLY DISCLOSED BY THE
COMPANY.
SUCH INVESTOR HAS MAINTAINED, AND COVENANTS THAT UNTIL SUCH TIME AS
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE PUBLICLY DISCLOSED BY THE
COMPANY SUCH INVESTOR WILL MAINTAIN, THE CONFIDENTIALITY OF ALL DISCLOSURES MADE
TO IT IN CONNECTION WITH THIS TRANSACTION (INCLUDING THE EXISTENCE AND TERMS OF
THIS TRANSACTION).
(G)
LIMITED OWNERSHIP.
THE PURCHASE BY SUCH
INVESTOR OF THE SECURITIES ISSUABLE TO IT AT THE CLOSING WILL NOT RESULT IN SUCH
INVESTOR (INDIVIDUALLY OR TOGETHER WITH OTHER PERSON WITH WHOM SUCH INVESTOR HAS
IDENTIFIED, OR WILL HAVE IDENTIFIED, ITSELF AS PART OF A "GROUP" IN A PUBLIC
FILING MADE WITH THE COMMISSION INVOLVING THE COMPANY'S SECURITIES) ACQUIRING,
OR OBTAINING THE RIGHT TO ACQUIRE, IN EXCESS OF 19.999% OF THE OUTSTANDING
SHARES OF COMMON STOCK OR THE VOTING POWER OF THE COMPANY ON A POST TRANSACTION
BASIS THAT ASSUMES THAT THE CLOSING SHALL HAVE OCCURRED.
SUCH INVESTOR DOES NOT
PRESENTLY INTEND TO, ALONE OR TOGETHER WITH OTHERS, MAKE A PUBLIC FILING WITH
THE COMMISSION TO DISCLOSE THAT IT HAS (OR THAT IT TOGETHER WITH SUCH
12
OTHER PERSONS HAVE) ACQUIRED, OR OBTAINED THE RIGHT TO ACQUIRE, AS A RESULT OF
THE CLOSING (WHEN ADDED TO ANY OTHER SECURITIES