AS PRINCIPAL FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR
DISTRIBUTING OR RESELLING SUCH 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 UNDERSTANDINGS WITH ANY OTHER PERSONS TO DISTRIBUTE OR REGARDING
THE DISTRIBUTION OF SUCH SECURITIES IN VIOLATION OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW (THIS REPRESENTATION AND WARRANTY NOT LIMITING
SUCH PURCHASER'S RIGHT TO SELL THE SECURITIES IN COMPLIANCE WITH APPLICABLE
FEDERAL AND STATE SECURITIES LAWS).
SUCH PURCHASER IS ACQUIRING THE SECURITIES
HEREUNDER IN THE ORDINARY COURSE OF ITS BUSINESS, SOLELY FOR THE PURPOSE OF
PASSIVE INVESTMENT, AND HAS NO PRESENT OR FUTURE PLAN OR INTENT TO CONTROL THE
COMPANY, TO INFLUENCE THE MANAGEMENT OR BOARD OF DIRECTORS OF THE COMPANY OR TO
TAKE ANY OTHER ACTION THAT WOULD REQUIRE SUCH PURCHASER TO FILE A SCHEDULE 13D
WITH RESPECT TO ANY SECURITIES OF THE COMPANY.
(F)
PURCHASER STATUS.
AT THE TIME SUCH
PURCHASER WAS OFFERED THE SECURITIES, IT WAS, AND AS OF THE DATE HEREOF IT IS,
AND ON EACH DATE ON WHICH IT EXERCISES ANY WARRANTS, 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.
(G)
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.
15
(H)
INFORMATION.
SUCH PURCHASER AND ITS
ADVISORS, IF ANY, HAVE BEEN FURNISHED WITH ALL MATERIALS RELATING TO THE
BUSINESS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE COMPANY, AND
MATERIALS RELATING TO THE OFFER AND SALE OF THE SECURITIES, THAT HAVE BEEN
REQUESTED BY SUCH PURCHASER OR ITS ADVISORS, IF ANY.
SUCH PURCHASER
ACKNOWLEDGES AND UNDERSTANDS THAT ITS INVESTMENT IN THE SECURITIES INVOLVES A
SIGNIFICANT DEGREE OF RISK.
(I)
CERTAIN TRANSACTIONS AND
CONFIDENTIALITY.
OTHER THAN CONSUMMATING THE TRANSACTIONS CONTEMPLATED
HEREUNDER, SUCH PURCHASER HAS NOT, NOR HAS ANY PERSON ACTING ON BEHALF OF OR
PURSUANT TO ANY UNDERSTANDING WITH SUCH PURCHASER, DIRECTLY OR INDIRECTLY
EXECUTED ANY PURCHASES OR SALES, INCLUDING SHORT SALES, OF THE SECURITIES OF THE
COMPANY DURING THE PERIOD COMMENCING AS OF THE TIME THAT SUCH PURCHASER FIRST
BECAME AWARE OF THE PROPOSED TRANSACTIONS CONTEMPLATED HEREUNDER AND ENDING
IMMEDIATELY PRIOR TO THE EXECUTION HEREOF.