BY
THE LENDER, AND WHEN DELIVERED BY THE LENDER IN ACCORDANCE WITH TERMS HEREOF,
WILL CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION OF THE LENDER,
ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
(B)
INVESTMENT INTENT.
THE LENDER IS ACQUIRING
THE SECURITIES AS PRINCIPAL FOR ITS OWN ACCOUNT FOR INVESTMENT PURPOSES ONLY AND
NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING SUCH SECURITIES OR ANY PART
THEREOF, WITHOUT PREJUDICE, HOWEVER, TO THE LENDER'S RIGHT AT ALL TIMES TO SELL
OR OTHERWISE DISPOSE OF ALL OR ANY PART OF SUCH SECURITIES IN COMPLIANCE WITH
APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
SUBJECT TO THE IMMEDIATELY
PRECEDING SENTENCE, NOTHING CONTAINED HEREIN SHALL BE DEEMED A REPRESENTATION OR
WARRANTY BY THE LENDER TO HOLD THE SECURITIES FOR ANY PERIOD OF TIME.
THE
LENDER IS ACQUIRING THE SECURITIES HEREUNDER IN THE ORDINARY COURSE OF ITS
BUSINESS. THE LENDER DOES NOT HAVE ANY AGREEMENT OR UNDERSTANDING, DIRECTLY OR
INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE ANY OF THE SECURITIES.
(C)
LENDER STATUS.
AT THE TIME THE LENDER WAS
OFFERED THE SECURITIES, LENDER WAS, AND AT THE DATE HEREOF AND AS OF THE CLOSING
DATE AND THE ADDITIONAL CLOSING DATE (IF ANY), LENDER IS, AND ON EACH DATE ON
WHICH IT EXERCISES THE WARRANT LENDER WILL BE, AN "ACCREDITED
11
INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
THE LENDER IS NOT
A REGISTERED BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
(D)
GENERAL SOLICITATION.
THE LENDER IS NOT
PURCHASING THE SECURITIES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR
OTHER COMMUNICATION REGARDING THE SECURITIES PUBLISHED IN ANY NEWSPAPER,
MAGAZINE OR SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT
ANY SEMINAR OR ANY OTHER GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
(E)
ACCESS TO INFORMATION.
THE LENDER
ACKNOWLEDGES THAT IT HAS BEEN AFFORDED (I) THE OPPORTUNITY TO ASK SUCH QUESTIONS
AS LENDER HAS DEEMED NECESSARY OF, AND TO RECEIVE ANSWERS FROM, REPRESENTATIVES
OF THE BORROWER CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING OF THE
SECURITIES AND THE MERITS AND RISKS OF INVESTING IN THE SECURITIES; (II) ACCESS
TO INFORMATION ABOUT THE BORROWER AND THE SUBSIDIARIES AND THEIR RESPECTIVE
FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS, PROPERTIES, MANAGEMENT AND
PROSPECTS SUFFICIENT TO ENABLE IT TO EVALUATE LENDER INVESTMENT; AND (III) THE
OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION THAT THE BORROWER 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 THE LENDER OR
ITS REPRESENTATIVES OR COUNSEL SHALL MODIFY, AMEND OR AFFECT THE LENDER'S RIGHT
TO RELY ON THE TRUTH, ACCURACY AND COMPLETENESS OF THE DISCLOSURE MATERIALS AND
THE BORROWER'S REPRESENTATIONS AND WARRANTIES CONTAINED IN THE TRANSACTION
DOCUMENTS.
(F)
NO SHORT POSITIONS.
THE LENDER DOES NOT,
AS OF THE CLOSING DATE, HAVE ANY OPEN SHORT POSITIONS (EITHER DIRECTLY OR
THROUGH AN AFFILIATE) WITH RESPECT TO THE COMMON STOCK.
The Borrower acknowledges and agrees that the Lender