ACT OR AN ENTITY ENGAGED IN A
BUSINESS THAT WOULD REQUIRE IT TO BE SO REGISTERED AS A BROKER-DEALER.
(D)
PURCHASER STATUS. AT THE TIME SUCH PURCHASER WAS OFFERED THE
SHARES, IT WAS, AND AT THE DATE HEREOF IT IS, AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
(E)
GENERAL SOLICITATION. SUCH PURCHASER IS NOT PURCHASING THE SHARES
AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION
REGARDING THE SHARES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIA OR
BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR OR ANY OTHER
GENERAL ADVERTISEMENT.
(F)
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 SHARES, 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 SHARES AND, AT THE PRESENT TIME,
IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
(G)
ACCESS TO INFORMATION. SUCH PURCHASER ACKNOWLEDGES THAT IT HAS HAD
THE OPPORTUNITY TO REVIEW 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
SHARES; (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 PURCHASER OR ITS REPRESENTATIVES OR COUNSEL SHALL MODIFY,
AMEND OR AFFECT SUCH PURCHASER'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. SUCH PURCHASER HAS SOUGHT
SUCH ACCOUNTING, LEGAL AND TAX ADVICE AS IT HAS CONSIDERED NECESSARY TO MAKE AN
INFORMED DECISION WITH RESPECT TO ITS ACQUISITION OF THE SHARES.
(H)
CERTAIN TRADING ACTIVITIES. OTHER THAN WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREIN, SINCE THE TIME THAT SUCH PURCHASER WAS FIRST
CONTACTED BY THE COMPANY, THE PLACEMENT AGENT OR ANY OTHER PERSON REGARDING THE
TRANSACTIONS CONTEMPLATED HEREBY, NEITHER THE 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 SHARES, AND (Z) IS SUBJECT TO SUCH PURCHASER'S REVIEW OR INPUT CONCERNING
SUCH AFFILIATE'S INVESTMENTS OR TRADING (COLLECTIVELY, "TRADING AFFILIATES") HAS
DIRECTLY OR INDIRECTLY, NOR HAS ANY PERSON