BEHALF OF ITSELF AND ON BEHALF OF
ANY INVESTOR ACCOUNT FOR WHICH IT IS PURCHASING SHARES AND WARRANTS, AND EACH
SUBSEQUENT HOLDER OF A SECURITY BY ITS ACCEPTANCE THEREOF WILL BE DEEMED TO
AGREE, THAT THE SHARES AND WARRANTS ARE BEING OFFERED IN A TRANSACTION NOT
INVOLVING ANY PUBLIC OFFERING WITHIN THE MEANING OF THE SECURITIES ACT, THAT THE
SHARES AND WARRANTS HAVE NOT BEEN AND, EXCEPT AS CONTEMPLATED BY SECTION 3.5,
WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT AND THAT, UNLESS THE SHARES AND
WARRANTS ARE SOLD IN A REGISTERED OFFERING UNDER THE SECURITIES ACT, (I) SUCH
PURCHASER MAY OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER ANY OF THE SHARES AND
WARRANTS ONLY TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QIB IN A
TRANSACTION NOT INVOLVING A PUBLIC OFFERING AND (II) IF PRIOR TO THE EXPIRATION
OF THE APPLICABLE HOLDING PERIOD SPECIFIED IN RULE 144(K) OF THE SECURITIES ACT
(OR ANY SUCCESSOR PROVISION) SUCH PURCHASER DECIDES TO OFFER, RESELL, PLEDGE OR
OTHERWISE TRANSFER ANY SHARES OR WARRANTS, SUCH SHARES OR WARRANTS MAY BE
OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO A PERSON WHOM THE
SELLER REASONABLY BELIEVES IS A QIB IN A TRANSACTION NOT INVOLVING A PUBLIC
OFFERING, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (C) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (D) TO THE COMPANY OR ONE OF
ITS SUBSIDIARIES, IN EACH OF CASES (A) THROUGH (D) IN ACCORDANCE WITH ANY
APPLICABLE
9
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THAT (III) SUCH PURCHASER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER
OF THE SHARES OR WARRANTS FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
(I) AND (II) ABOVE, AS APPLICABLE, AND WILL PROVIDE THE COMPANY AND THE TRANSFER
AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO
CONFIRM THAT THE TRANSFER BY IT COMPLIES WITH THE FOREGOING RESTRICTIONS, IF
APPLICABLE.
(3)
SUCH PURCHASER ACKNOWLEDGES THAT IT (I) HAS CONDUCTED ITS OWN
INVESTIGATION OF THE COMPANY, (II) HAS HAD ACCESS TO THE COMPANY'S PUBLIC
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION AND TO SUCH FINANCIAL AND
OTHER INFORMATION AS IT DEEMS NECESSARY TO MAKE ITS DECISION TO PURCHASE THE
SHARES AND WARRANTS, AND (III) HAS BEEN OFFERED THE OPPORTUNITY TO ASK QUESTIONS
OF THE COMPANY AND RECEIVED ANSWERS THERETO, AS IT DEEMED NECESSARY IN
CONNECTION WITH THE DECISION TO PURCHASE THE SHARES AND WARRANTS.
(4)
THE SHARES AND WARRANTS TO BE PURCHASED BY SUCH PURCHASER ARE NOT BEING
ACQUIRED, DIRECTLY OR INDIRECTLY, WITH THE ASSETS OF ANY "EMPLOYEE BENEFIT PLAN"
(A "BENEFIT PLAN") WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR, IF THE ASSETS OF A BENEFIT
PLAN ARE BEING USED, DIRECTLY OR INDIRECTLY, FOR SUCH ACQUISITION, NEITHER THE
ACQUISITION NOR HOLDING OF SUCH SHARES AND WARRANTS WILL RESULT IN A NONEXEMPT
PROHIBITED TRANSACTION