SECURITIES OR ANY PART THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW, HAS NO PRESENT INTENTION OF DISTRIBUTING ANY OF
SUCH SECURITIES IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW AND HAS NO DIRECT OR INDIRECT ARRANGEMENT OR UNDERSTANDING WITH
ANY OTHER PERSONS REGARDING THE DISTRIBUTION OF SUCH SECURITIES (THIS
REPRESENTATION AND WARRANTY NOT LIMITING SUCH PURCHASER'S RIGHT TO SELL THE
SECURITIES PURSUANT TO THE REGISTRATION STATEMENT OR OTHERWISE IN COMPLIANCE
WITH APPLICABLE FEDERAL AND STATE 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.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED THE SECURITIES,
IT WAS, AND AT THE DATE HEREOF IT IS, AND ON EACH DATE ON WHICH IT EXERCISES ANY
WARRANTS OR CONVERTS ANY PREFERRED STOCK IT WILL BE EITHER: (I) AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A)(1), (A)(2), (A)(3), (A)(7) OR (A)(8) UNDER
THE SECURITIES ACT OR (II) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN
RULE 144A(A) UNDER THE SECURITIES ACT.
SUCH PURCHASER IS NOT REQUIRED TO BE
REGISTERED AS A BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
17
(D)
EXPERIENCE OF SUCH PURCHASER.
SUCH PURCHASER, EITHER ALONE OR TOGETHER
WITH ITS REPRESENTATIVES, 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 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.
SUCH PURCHASER UNDERSTANDS
THAT NOTHING IN THE AGREEMENT OR ANY OTHER MATERIALS PRESENTED TO THE PURCHASER
IN CONNECTION WITH THE PURCHASE AND SALE OF THE SECURITIES CONSTITUTES LEGAL,
TAX OR INVESTMENT ADVICE. SUCH PURCHASER ACKNOWLEDGES THAT IT MUST RELY ON
LEGAL, TAX AND INVESTMENT ADVISORS OF ITS OWN CHOOSING IN CONNECTION WITH ITS
PURCHASE OF THE SECURITIES.
(E)
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.
(F)
CERTAIN TRADING ACTIVITIES.
OTHER THAN WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREIN, SINCE THE EARLIER TO OCCUR OF (1) THE TIME THAT SUCH
PURCHASER WAS FIRST CONTACTED BY THE COMPANY OR ANY OTHER PERSON REGARDING THIS
INVESTMENT IN THE COMPANY AND (2) THE TENTH (10TH) DAY PRIOR TO THE DATE OF THIS
AGREEMENT, NEITHER SUCH PURCHASER NOR ANY AFFILIATE OF SUCH PURCHASER WHICH
(X) HAD KNOWLEDGE OF THE TRANSACTIONS CONTEMPLATED HEREBY, (Y) HAS OR SHARES
DISCRETION RELATING TO SUCH PURCHASER'S INVESTMENTS OR TRADING OR INFORMATION
CONCERNING SUCH PURCHASER'S INVESTMENTS, INCLUDING IN RESPECT OF THE SECURITIES,
AND (Z) IS SUBJECT TO SUCH