WITH A VIEW TOWARDS,
OR FOR RESALE IN CONNECTION WITH, THE PUBLIC SALE OR DISTRIBUTION THEREOF,
EXCEPT PURSUANT TO SALES REGISTERED OR EXEMPTED UNDER THE 1933 ACT.
(B)
ACCREDITED INVESTOR STATUS.
THE BUYER IS AN
"ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D.
(C)
RELIANCE ON EXEMPTIONS.
THE BUYER
UNDERSTANDS THAT THE SHARES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE ON
SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL
AND STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH
AND ACCURACY OF, AND THE BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF THE BUYER SET
FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF THE BUYER TO ACQUIRE THE SHARES.
(D)
INFORMATION.
THE BUYER 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 SHARES, WHICH HAVE BEEN REQUESTED BY THE BUYER.
THE BUYER AND ITS ADVISORS,
IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY.
NEITHER SUCH INQUIRIES NOR ANY OTHER DUE DILIGENCE INVESTIGATIONS CONDUCTED BY
THE BUYER OR ITS ADVISORS, IF ANY, OR ITS REPRESENTATIVES SHALL MODIFY, AMEND OR
AFFECT THE BUYER'S RIGHT TO RELY ON THE COMPANY'S REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN.
THE BUYER UNDERSTANDS THAT ITS INVESTMENT IN THE SHARES
INVOLVES A HIGH DEGREE OF RISK.
THE BUYER 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 SHARES.
(E)
NO GOVERNMENTAL REVIEW.
THE BUYER
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 SHARES OR THE FAIRNESS OR SUITABILITY OF THE INVESTMENT IN
THE SHARES NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OF THE SHARES.
(F)
TRANSFER OR RESALE.
THE BUYER
UNDERSTANDS THAT EXCEPT AS PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT:
(I) THE SHARES HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE 1933 ACT OR
ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR
TRANSFERRED UNLESS (A) SUBSEQUENTLY REGISTERED THEREUNDER, (B) THE BUYER SHALL
HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE
FORM, TO THE EFFECT THAT SUCH SHARES TO BE SOLD, ASSIGNED OR TRANSFERRED MAY BE
SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION,
OR (C) THE BUYER PROVIDES THE COMPANY WITH REASONABLE ASSURANCE THAT SUCH SHARES
CAN BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE
1933 ACT, AS AMENDED, (OR A SUCCESSOR RULE THERETO) ("RULE 144"); (II) ANY SALE
OF THE SHARES MADE IN RELIANCE ON RULE 144 MAY BE MADE ONLY IN ACCORDANCE WITH
THE TERMS OF RULE 144 AND FURTHER, IF RULE 144 IS