ACKNOWLEDGES THAT IT (I) HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND
BUSINESS MATTERS SUCH THAT SUCH PURCHASER IS CAPABLE OF EVALUATING THE MERITS
AND RISKS OF ITS INVESTMENT IN THE COMPANY, (II) IS ABLE TO BEAR THE FINANCIAL
RISKS ASSOCIATED WITH AN INVESTMENT IN THE SECURITIES, AND (III) HAS BEEN GIVEN
FULL ACCESS TO SUCH RECORDS OF THE COMPANY AND THE SUBSIDIARIES AND TO THE
OFFICERS OF THE COMPANY AND THE SUBSIDIARIES AS IT HAS DEEMED NECESSARY OR
APPROPRIATE TO CONDUCT ITS DUE DILIGENCE INVESTIGATION.
(D)
RULE 144. EACH PURCHASER UNDERSTANDS THAT
THE SECURITIES MUST BE HELD INDEFINITELY UNLESS SUCH SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. EACH
PURCHASER ACKNOWLEDGES THAT IT IS FAMILIAR WITH RULE 144 OF THE RULES AND
REGULATIONS OF THE COMMISSION, AS AMENDED, PROMULGATED PURSUANT TO THE
SECURITIES ACT ("RULE 144"), AND THAT SUCH PURCHASER HAS BEEN ADVISED THAT RULE
144 PERMITS RESALES ONLY UNDER CERTAIN CIRCUMSTANCES. EACH PURCHASER UNDERSTANDS
THAT TO THE EXTENT THAT RULE 144 IS NOT AVAILABLE, SUCH PURCHASER WILL BE UNABLE
TO SELL ANY SECURITIES WITHOUT EITHER REGISTRATION UNDER THE SECURITIES ACT OR
THE EXISTENCE OF ANOTHER EXEMPTION FROM SUCH REGISTRATION REQUIREMENT, PROVIDED
THAT THE COMPANY RECEIVES AN OPINION OF PURCHASER'S COUNSEL, WHICH OPINION AND
COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
SALE IS EXEMPT FROM SUCH REGISTRATION REQUIREMENT.
(E)
GENERAL. EACH PURCHASER UNDERSTANDS THAT
THE SECURITIES ARE BEING OFFERED AND SOLD IN RELIANCE ON A TRANSACTIONAL
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES
LAWS AND THE COMPANY IS RELYING UPON THE TRUTH, ACCURACY AND COMPLETENESS OF THE
REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF
SUCH PURCHASER SET FORTH HEREIN AND IN THE OTHER PURCHASER TRANSACTION DOCUMENTS
IN ORDER TO DETERMINE THE APPLICABILITY OF SUCH EXEMPTIONS AND THE SUITABILITY
OF SUCH PURCHASER TO ACQUIRE THE SECURITIES. EACH PURCHASER UNDERSTANDS THAT NO
UNITED STATES FEDERAL OR STATE AGENCY OR ANY GOVERNMENT OR GOVERNMENTAL AGENCY
HAS PASSED UPON OR MADE ANY RECOMMENDATION OR ENDORSEMENT WITH RESPECT TO ANY OF
THE SECURITIES.
(F)
OPPORTUNITIES FOR ADDITIONAL INFORMATION.
EACH PURCHASER ACKNOWLEDGES THAT SUCH PURCHASER HAS HAD THE OPPORTUNITY TO ASK
QUESTIONS OF AND RECEIVE ANSWERS FROM, OR OBTAIN ADDITIONAL INFORMATION FROM,
THE EXECUTIVE OFFICERS OF THE COMPANY CONCERNING THE FINANCIAL AND OTHER AFFAIRS
OF THE COMPANY, AND TO THE EXTENT DEEMED NECESSARY BY SUCH
12
PURCHASER IN LIGHT OF SUCH PURCHASER'S PERSONAL KNOWLEDGE OF THE COMPANY'S
AFFAIRS, SUCH PURCHASER HAS ASKED SUCH QUESTIONS AND RECEIVED ANSWERS TO THE
FULL SATISFACTION OF SUCH PURCHASER, AND SUCH PURCHASER DESIRES TO INVEST IN THE
COMPANY.
(G)
NO GENERAL SOLICITATION. EACH PURCHASER
ACKNOWLEDGES THAT THE SECURITIES WERE NOT OFFERED TO SUCH PURCHASER BY MEANS OF
ANY FORM OF GENERAL OR PUBLIC SOLICITATION OR GENERAL ADVERTISING, OR PUBLICLY
DISSEMINATED ADVERTISEMENTS OR SALES LITERATURE, INCLUDING (I) ANY
ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION PUBLISHED IN ANY
NEWSPAPER, MAGAZINE, OR SIMILAR MEDIA, OR BROADCAST OVER TELEVISION OR RADIO, OR
(II) ANY SEMINAR OR MEETING TO