BEEN OR WILL BE
EFFECTIVELY TAKEN PRIOR TO THE CLOSING.
UPON THEIR EXECUTION AND DELIVERY, THIS
AGREEMENT AND THE RELATED AGREEMENTS WILL BE VALID AND BINDING OBLIGATIONS OF
SUCH PURCHASER, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, EXCEPT:
AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR
OTHER LAWS OF GENERAL APPLICATION AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS;
AND
AS LIMITED BY GENERAL PRINCIPLES OF EQUITY THAT RESTRICT THE AVAILABILITY OF
EQUITABLE AND LEGAL REMEDIES.
INVESTMENT REPRESENTATIONS.
SUCH PURCHASER UNDERSTANDS THAT THE SECURITIES ARE
BEING OFFERED AND SOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION CONTAINED IN
THE SECURITIES ACT BASED IN PART UPON SUCH PURCHASER'S REPRESENTATIONS CONTAINED
IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THAT SUCH PURCHASER IS AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF REGULATION D UNDER THE SECURITIES
ACT.
SUCH PURCHASER CONFIRMS THAT IT HAS RECEIVED OR HAS HAD FULL ACCESS TO ALL
THE INFORMATION IT CONSIDERS NECESSARY OR APPROPRIATE TO MAKE AN INFORMED
INVESTMENT DECISION WITH RESPECT TO THE APPLICABLE NOTE AND WARRANT TO BE
PURCHASED BY IT UNDER THIS AGREEMENT AND THE WARRANT SHARES ACQUIRED BY IT UPON
THE EXERCISE OF SUCH WARRANT, RESPECTIVELY.
SUCH PURCHASER FURTHER CONFIRMS
THAT IT HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS FROM THE
COMPANY REGARDING THE COMPANY'S AND ITS SUBSIDIARIES' BUSINESS, MANAGEMENT AND
FINANCIAL AFFAIRS AND THE TERMS AND CONDITIONS OF THE OFFERING, THE NOTES, THE
WARRANTS AND THE SECURITIES AND TO OBTAIN ADDITIONAL INFORMATION (TO THE EXTENT
THE COMPANY POSSESSED SUCH INFORMATION OR COULD ACQUIRE IT WITHOUT UNREASONABLE
EFFORT OR EXPENSE) NECESSARY TO VERIFY ANY INFORMATION FURNISHED TO SUCH
PURCHASER OR TO WHICH SUCH PURCHASER HAD ACCESS.
THE PURCHASER BEARS ECONOMIC RISK.
SUCH PURCHASER HAS SUBSTANTIAL EXPERIENCE IN
EVALUATING AND INVESTING IN PRIVATE PLACEMENT TRANSACTIONS OF SECURITIES IN
COMPANIES SIMILAR TO THE COMPANY SO THAT IT IS CAPABLE OF EVALUATING THE MERITS
AND RISKS OF ITS INVESTMENT IN THE COMPANY AND HAS THE CAPACITY TO PROTECT ITS
OWN INTERESTS.
SUCH PURCHASER MUST BEAR THE ECONOMIC RISK OF THIS INVESTMENT
UNTIL THE SECURITIES ARE SOLD PURSUANT TO: (I) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT; OR (II) AN EXEMPTION FROM REGISTRATION IS
AVAILABLE WITH RESPECT TO SUCH SALE.
14
ACQUISITION FOR OWN ACCOUNT.
SUCH PURCHASER IS ACQUIRING THE APPLICABLE NOTE
AND WARRANT AND THE WARRANT SHARES FOR SUCH PURCHASER'S OWN ACCOUNT FOR
INVESTMENT ONLY, AND NOT AS A NOMINEE OR AGENT AND NOT WITH A VIEW TOWARDS OR
FOR RESALE IN CONNECTION WITH THEIR DISTRIBUTION.
THE PURCHASER CAN PROTECT ITS INTEREST.
SUCH PURCHASER REPRESENTS THAT BY
REASON OF ITS, OR OF ITS MANAGEMENT'S, BUSINESS AND FINANCIAL EXPERIENCE, SUCH
PURCHASER HAS THE CAPACITY TO EVALUATE THE MERITS AND RISKS OF ITS INVESTMENT IN
THE APPLICABLE NOTE, THE WARRANT AND THE SECURITIES AND TO PROTECT ITS OWN
INTERESTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT AND
THE RELATED AGREEMENTS.
FURTHER, SUCH PURCHASER IS AWARE OF NO PUBLICATION OF
ANY ADVERTISEMENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN THE
AGREEMENT OR THE RELATED AGREEMENTS.
ACCREDITED INVESTOR.
SUCH PURCHASER REPRESENTS