SUNDAY
OR OTHER DAY ON WHICH COMMERCIAL BANKS IN LOS ANGELES, CALIFORNIA ARE AUTHORIZED
OR REQUIRED TO BE CLOSED.
3.
INVESTOR'S REPRESENTATIONS AND WARRANTIES
The undersigned hereby acknowledges, agrees with and represents and warrants to
the Company and its affiliates, as follows:
(A)
THE UNDERSIGNED HAS FULL POWER AND AUTHORITY TO ENTER INTO THIS
AGREEMENT, THE EXECUTION AND DELIVERY OF WHICH HAS BEEN DULY AUTHORIZED, IF
APPLICABLE, AND THIS AGREEMENT CONSTITUTES A VALID AND LEGALLY BINDING
OBLIGATION OF THE UNDERSIGNED ENFORCEABLE AGAINST THE UNDERSIGNED IN ACCORDANCE
WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY GENERAL
PRINCIPLES OF EQUITY OR TO APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM, LIQUIDATION AND OTHER SIMILAR LAWS RELATING TO, OR AFFECTING
GENERALLY, THE ENFORCEMENT OF APPLICABLE CREDITORS' RIGHTS AND REMEDIES.
10
(B)
THE UNDERSIGNED ACKNOWLEDGES HIS UNDERSTANDING THAT THE OFFERING
AND SALE OF THE UNITS IS INTENDED TO BE EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT, BY VIRTUE OF SECTION 4(2) OF THE SECURITIES ACT AND THE
PROVISIONS OF REGULATION D PROMULGATED THEREUNDER ("REGULATION D").
IN
FURTHERANCE THEREOF, THE UNDERSIGNED FURTHER REPRESENTS AND WARRANTS TO THE
COMPANY AND ITS AFFILIATES AS FOLLOWS:
(I)
THE UNDERSIGNED IS ACQUIRING THE UNIT(S) SOLELY FOR THE
UNDERSIGNED'S OWN BENEFICIAL ACCOUNT, FOR INVESTMENT PURPOSES, AND NOT WITH VIEW
TO, OR RESALE IN CONNECTION WITH, ANY DISTRIBUTION OF THE SHARES OF COMMON
STOCK, OR SHARES OF COMMON STOCK TO BE RECEIVED WHEN THE WARRANTS ARE EXERCISED,
EXCEPT PURSUANT TO SALE REGISTERED OR EXEMPTED UNDER THE SECURITIES ACT;
PROVIDED, HOWEVER, THAT BY MAKING THE REPRESENTATIONS HEREIN, THE UNDERSIGNED
DOES NOT AGREE TO HOLD ANY OF THE UNITS FOR ANY MINIMUM OR OTHER SPECIFIC TERM
AND RESERVES THE RIGHT TO DISPOSE OF THE UNITS AT ANY TIME IN ACCORDANCE WITH,
OR PURSUANT TO, A REGISTRATION STATEMENT OR AN EXEMPTION UNDER THE SECURITIES
ACT.
(II)
THE UNDERSIGNED HAS THE FINANCIAL ABILITY TO BEAR THE ECONOMIC
RISK OF THE UNDERSIGNED'S INVESTMENT, HAS ADEQUATE MEANS FOR PROVIDING FOR THE
UNDERSIGNED'S CURRENT NEEDS AND CONTINGENCIES, AND HAS NO NEED FOR LIQUIDITY
WITH RESPECT TO THE UNDERSIGNED'S INVESTMENT IN THE COMPANY AND THE UNITS.
(III)
THE UNDERSIGNED AND THE UNDERSIGNED'S ATTORNEY, ACCOUNTANT,
PURCHASER REPRESENTATIVE AND/OR TAX ADVISOR, IF ANY (COLLECTIVELY, "ADVISORS"),
HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE
CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT IN THE
UNITS.
IF OTHER THAN AN INDIVIDUAL, THE UNDERSIGNED ALSO REPRESENTS IT HAS NOT
BEEN ORGANIZED FOR THE PURPOSE OF ACQUIRING THE UNITS.
(C)
THE INFORMATION IN THE INVESTOR QUESTIONNAIRE COMPLETED AND
EXECUTED BY THE UNDERSIGNED (THE "INVESTOR QUESTIONNAIRE") IS ACCURATE AND TRUE
IN ALL MATERIAL RESPECTS, AND THE UNDERSIGNED IS AN "ACCREDITED INVESTOR," AS
THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
(D)
THE UNDERSIGNED IS NOT RELYING ON THE COMPANY OR ITS AFFILIATES
WITH RESPECT TO ECONOMIC CONSIDERATIONS INVOLVED IN THIS INVESTMENT.
(E)
THE UNDERSIGNED UNDERSTANDS AND AGREES THAT THE UNDERSIGNED MUST
BEAR THE ECONOMIC RISK OF THE UNDERSIGNED'S PURCHASE BECAUSE, AMONG OTHER
REASONS, NEITHER THE