THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES AND, AT THE PRESENT
TIME, IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
(E)
NO REGISTRATION, REVIEW OR APPROVAL.
SUCH PURCHASER ACKNOWLEDGES
AND UNDERSTANDS THAT THE OFFERING AND SALE OF THE SECURITIES TO SUCH PURCHASER
HAS NOT BEEN REVIEWED OR APPROVED BY THE COMMISSION, THE MONETARY AUTHORITY OF
SINGAPORE, BY ANY STATE OR OTHER SECURITIES COMMISSION, AUTHORITY OR AGENCY, AND
IS NOT REGISTERED UNDER THE SECURITIES ACT, THE SECURITIES AND FUTURES ACT, OR
UNDER THE SECURITIES OR "BLUE SKY" LAWS, RULES OR REGULATIONS OF ANY STATE.
SUCH PURCHASER ACKNOWLEDGES, UNDERSTANDS AND AGREES THAT THE SECURITIES ARE
BEING OFFERED AND SOLD PURSUANT TO AN OFFSHORE OFFERING EXEMPTION TO THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT PURSUANT TO REGULATION S
PROMULGATED UNDER THE SECURITIES ACT.
SUCH PURCHASER UNDERSTANDS THAT THE
COMPANY AND IAPL ARE RELYING UPON THE TRUTH AND ACCURACY OF THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS SET FORTH HEREIN IN
ORDER TO DETERMINE THE APPLICABILITY OF SUCH EXEMPTIONS AND THE SUITABILITY OF
SUCH PURCHASER TO ACQUIRE THE SECURITIES.
(F)
DISCLOSURE; ACCESS TO INFORMATION.
SUCH PURCHASER, IN OFFERING
TO PURCHASE AND/OR OTHERWISE ACQUIRE THE SECURITIES, HAS RELIED UPON AN
INDEPENDENT INVESTIGATION MADE BY IT AND ITS REPRESENTATIVES, IF ANY, AND HAS,
PRIOR TO THE DATE HEREOF, BEEN GIVEN ACCESS TO AND THE OPPORTUNITY TO EXAMINE
ALL BOOKS AND RECORDS, AND ALL MATERIAL CONTRACTS AND DOCUMENTS OF THE COMPANY
AND IAPL, INCLUDING THE COMPANY'S RECENT REPORTS.
IN MAKING A DECISION TO
PURCHASE AND/OR OTHERWISE ACQUIRE THE SECURITIES, SUCH PURCHASER IS NOT RELYING
ON ANY ORAL OR WRITTEN REPRESENTATIONS OR ASSURANCES FROM THE COMPANY OR IAPL,
OR ANY REPRESENTATION OF THE COMPANY OR IAPL, OTHER THAN AS SET FORTH IN THIS
AGREEMENT, PUBLIC FILINGS OF THE COMPANY OR IN A DOCUMENT EXECUTED BY A DULY
AUTHORIZED REPRESENTATIVE OF THE COMPANY OR IAPL MAKING REFERENCE TO THIS
AGREEMENT.
(G)
NO GENERAL SOLICITATION OR DIRECTED SELLING EFFORTS.
SUCH
PURCHASER IS NOT PURCHASING AND/OR ACQUIRING 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.
SUCH PURCHASER HAS NOT ENGAGED IN AND IS
NOT AWARE OF ANY OTHER PERSON ACTING ON ITS BEHALF HAVING ENGAGED IN ANY
"DIRECTED SELLING EFFORTS," AS THAT TERM IS DEFINED IN RULE 902 OF REGULATION S
OF THE SECURITIES ACT, IN CONNECTION WITH THE OFFERING OF THE SECURITIES.
THE
PURCHASER HAS NOT PAID AND IS NOT OBLIGATED TO PAY ANY
22
PROMOTIONAL EXPENSE IN CONNECTION WITH THE PURCHASE AND/OR ACQUISITION OF ANY
SECURITIES OTHER THAN THOSE INCURRED FOR ADMINISTRATIVE OR PROFESSIONAL
SERVICES.
(H)
LEGENDS.
SUCH PURCHASER UNDERSTANDS THAT CERTIFICATES EVIDENCING
THE SECURITIES, IF ANY, WILL BEAR CERTAIN RESTRICTIVE LEGENDS AS SET FORTH IN
SECTION 5.3(B) BELOW.
(I)
NO SHORT POSITIONS.
SUCH PURCHASER HAS NOT ENTERED, DURING THE
30 DAYS PRIOR TO THE DATE OF THIS AGREEMENT,