THE NOTES, WILL ACQUIRE THE
CONVERSION SHARES THEN ISSUABLE, AND (III) UPON ANY EXERCISE OF ANY WARRANTS
ISSUED TO SUCH PURCHASER, WILL ACQUIRE THE WARRANT SHARES ISSUABLE UPON SUCH
EXERCISE THEREOF (THE NOTES, THE CONVERSION SHARES, THE WARRANTS, THE WARRANT
SHARES AND THE GUARANTEES BEING COLLECTIVELY REFERRED TO HEREIN AS THE
"SECURITIES") FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TOWARDS, OR FOR OFFER OR
RESALE IN CONNECTION WITH, THE PUBLIC SALE OR DISTRIBUTION THEREOF, EXCEPT
PURSUANT TO SALES REGISTERED UNDER OR EXEMPTED FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT; PROVIDED, HOWEVER, THAT BY MAKING THE
REPRESENTATIONS HEREIN, SUCH PURCHASER DOES NOT AGREE TO HOLD ANY OF THE
SECURITIES FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND RESERVES THE RIGHT TO
DISPOSE OF THE SECURITIES AT ANY TIME PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED AND IS EFFECTIVE UNDER THE 1933 ACT OR IN ACCORDANCE WITH AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
B.
ACCREDITED INVESTOR STATUS.
SUCH PURCHASER IS AN "ACCREDITED
INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
C.
RELIANCE ON EXEMPTIONS.
SUCH PURCHASER UNDERSTANDS AND AGREES
THAT THE SECURITIES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE ON SPECIFIC
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE UNITED STATES FEDERAL AND
STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH AND
ACCURACY OF, AND SUCH PURCHASER'S COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SUCH PURCHASER SET
FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF SUCH PURCHASER TO ACQUIRE THE SECURITIES.
D.
INFORMATION.
SUCH PURCHASER AND ITS ADVISORS, IF ANY, HAVE BEEN
FURNISHED WITH ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND OPERATIONS
OF THE COMPANY AND MATERIALS RELATING TO THE OFFER AND SALE OF THE SECURITIES
THAT HAVE BEEN REQUESTED BY SUCH PURCHASER.
SUCH PURCHASER AND ITS ADVISORS, IF
ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS
FROM THE COMPANY.
NEITHER SUCH INQUIRIES NOR ANY OTHER DUE DILIGENCE
INVESTIGATIONS CONDUCTED BY SUCH PURCHASER OR ITS ADVISORS, IF ANY, OR ITS
REPRESENTATIVES SHALL MODIFY, AMEND OR AFFECT SUCH PURCHASER'S RIGHT TO RELY ON
THE TRUTH, ACCURACY AND COMPLETENESS OF THE COMPANY'S REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE TRANSACTION DOCUMENTS (AS DEFINED IN SECTION 3(B)).
SUCH PURCHASER UNDERSTANDS THAT ITS INVESTMENT IN THE SECURITIES INVOLVES A HIGH
DEGREE OF RISK.
SUCH PURCHASER HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN
INVESTMENT IN THE SECURITIES.
SUCH PURCHASER HAS SOUGHT SUCH ACCOUNTING, LEGAL
AND TAX ADVICE AS IT HAS CONSIDERED NECESSARY TO MAKE AN INFORMED INVESTMENT
DECISION WITH RESPECT TO ITS ACQUISITION OF THE SECURITIES.
4
E.
NO GOVERNMENTAL REVIEW.
SUCH PURCHASER UNDERSTANDS THAT NO
UNITED STATES FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL
AGENCY HAS PASSED ON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES
OR THE FAIRNESS OR SUITABILITY