LIQUIDATION OR SIMILAR LAWS RELATING TO, OR
AFFECTING GENERALLY THE ENFORCEMENT OF, CREDITORS' RIGHTS AND REMEDIES OR BY
OTHER EQUITABLE PRINCIPLES OF GENERAL APPLICATION.
11
(B)
INVESTMENT INTENT. SUCH INVESTOR IS
ACQUIRING THE SHARES BEING PURCHASED BY IT HEREUNDER AS PRINCIPAL FOR ITS OWN
ACCOUNT FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR DISTRIBUTING
OR RESELLING SUCH SHARES OR ANY PART THEREOF, WITHOUT PREJUDICE, HOWEVER, TO
SUCH INVESTOR'S RIGHT AT ALL TIMES TO SELL OR OTHERWISE DISPOSE OF ALL OR ANY
PART OF SUCH SHARES 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 SUCH INVESTOR TO HOLD SUCH
SHARES FOR ANY PERIOD OF TIME. SUCH INVESTOR IS ACQUIRING SUCH SHARES HEREUNDER
IN THE ORDINARY COURSE OF ITS BUSINESS. SUCH INVESTOR DOES NOT HAVE ANY
AGREEMENT OR UNDERSTANDING, DIRECTLY OR INDIRECTLY, WITH ANY PERSON TO
DISTRIBUTE ANY OF SUCH SHARES.
(C)
INVESTOR STATUS. AT THE TIME SUCH INVESTOR
WAS OFFERED THE SHARES, IT WAS, AND AT THE DATE HEREOF IT IS, AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT. SUCH INVESTOR IS
NOT A REGISTERED BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
(D)
GENERAL SOLICITATION. SUCH INVESTOR IS NOT
PURCHASING THE SHARES BEING PURCHASED BY IT HEREUNDER AS A RESULT OF ANY
ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION REGARDING SUCH SHARES
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. SUCH INVESTOR
ACKNOWLEDGES THAT IT HAS REVIEWED THE DISCLOSURE MATERIALS AND HAS BEEN AFFORDED
(I) THE OPPORTUNITY TO ASK SUCH QUESTIONS AS IT HAS DEEMED NECESSARY OF, AND TO
RECEIVE ANSWERS FROM, REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND
CONDITIONS OF THE OFFERING OF THE SHARES AND THE MERITS AND RISKS OF INVESTING
IN THE SHARES; (II) ACCESS TO INFORMATION ABOUT THE COMPANY AND THE SUBSIDIARIES
AND THEIR RESPECTIVE FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS,
PROPERTIES, MANAGEMENT AND PROSPECTS SUFFICIENT TO ENABLE IT TO EVALUATE ITS
INVESTMENT; AND (III) THE OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION THAT
THE COMPANY 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 SUCH INVESTOR OR ITS REPRESENTATIVES OR COUNSEL SHALL MODIFY, AMEND
OR AFFECT SUCH INVESTOR'S RIGHT TO RELY ON THE TRUTH AND ACCURACY OF THE
DISCLOSURE MATERIALS AND THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED
IN THE TRANSACTION DOCUMENTS.
(F)
CERTAIN TRADING ACTIVITIES. SUCH INVESTOR
HAS NOT DIRECTLY OR INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF OR
PURSUANT TO ANY UNDERSTANDING WITH SUCH INVESTOR, ENGAGED IN ANY TRANSACTIONS IN
THE SECURITIES OF THE COMPANY (INCLUDING, WITHOUT LIMITATIONS, ANY SHORT SALES
INVOLVING THE COMPANY'S SECURITIES) SINCE THE TIME THAT SUCH INVESTOR WAS FIRST
CONTACTED BY THE