TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS AND OTHERWISE TO CARRY OUT ITS
OBLIGATIONS THEREUNDER. THE EXECUTION, DELIVERY AND PERFORMANCE BY SUCH
PURCHASER OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT HAS BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE ACTION ON THE PART OF SUCH PURCHASER.
EACH OF THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT HAS BEEN DULY
EXECUTED BY SUCH PURCHASER, AND WHEN DELIVERED BY SUCH PURCHASER IN ACCORDANCE
WITH TERMS HEREOF, WILL CONSTITUTES THE VALID AND LEGALLY BINDING OBLIGATION OF
SUCH PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS.
(B)
INVESTMENT INTENT.
SUCH PURCHASER 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 SUCH PURCHASER'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.
NOTHING CONTAINED HEREIN SHALL BE DEEMED A
REPRESENTATION OR WARRANTY BY SUCH PURCHASER TO HOLD SECURITIES FOR ANY PERIOD
OF TIME.
SUCH PURCHASER IS ACQUIRING THE SECURITIES HEREUNDER IN THE ORDINARY
COURSE OF ITS BUSINESS. SUCH PURCHASER DOES NOT HAVE ANY AGREEMENT OR
UNDERSTANDING, DIRECTLY OR INDIRECTLY, WITH ANY PERSON TO DISTRIBUTE ANY OF THE
SECURITIES.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED THE
SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
THE PURCHASER IS NOT REQUIRED
TO BE REGISTERED AS A BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
(D)
EXPERIENCE OF SUCH PURCHASERSUCH PURCHASER, EITHER ALONE OR
TOGETHER WITH ITS REPRESENTATIVES, HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS TO BE CAPABLE OF EVALUATING
THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT IN THE SECURITIES, AND HAS SO
EVALUATED THE MERITS AND RISKS OF SUCH INVESTMENT.
SUCH PURCHASER IS ABLE TO
BEAR 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)
TAX LIABILITY SUCH PURCHASER HAS REVIEWED WITH ITS OWN TAX
ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THIS
INVESTMENT AND THE TRANSACTIONS CONTEMPLATED BY THE AGREEMENTS.
WITH RESPECT TO
SUCH MATTERS, SUCH PURCHASER RELIES SOLELY ON SUCH ADVISORS AND NOT ON ANY
STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS OTHER THAN THE
REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN.
SUCH PURCHASER UNDERSTANDS
THAT IT (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR ITS OWN TAX LIABILITY
THAT MAY ARISE AS A RESULT OF THIS INVESTMENT OR THE TRANSACTIONS CONTEMPLATED
BY THE AGREEMENTS.
(F)
GENERAL SOLICITATION.
SUCH PURCHASER 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.
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