A COMPLETE LOSS OF
SUCH INVESTMENT.
(F)
TAX LIABILITY.
SUCH BUYER HAS SOUGHT
SUCH ACCOUNTING, LEGAL AND TAX ADVICE AS IT HAS CONSIDERED NECESSARY TO MAKE AN
INFORMED INVESTMENT DECISION WITH RESPECT TO ITS
3
ACQUISITION OF THE SECURITIES.
WITH RESPECT TO SUCH MATTERS, SUCH BUYER 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 IN THE TRANSACTION DOCUMENTS (AS DEFINED IN SECTION 3(B)).
SUCH BUYER
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.
(G)
GENERAL SOLICITATION.
SUCH BUYER 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 (AS
DEFINED IN REGULATION D).
(H)
NO GOVERNMENTAL REVIEW.
SUCH 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 SECURITIES OR THE FAIRNESS OR SUITABILITY OF THE INVESTMENT
IN THE SECURITIES NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OF THE SECURITIES.
(I)
TRANSFER OR RESALE.
SUCH BUYER
UNDERSTANDS THAT EXCEPT AS PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT: (I)
THE SECURITIES 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) SUCH BUYER SHALL
HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, IN A FORM REASONABLY
ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH SECURITIES TO BE SOLD,
ASSIGNED OR TRANSFERRED MAY BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN
EXEMPTION FROM SUCH REGISTRATION, OR (C) SUCH BUYER PROVIDES THE COMPANY WITH
REASONABLE ASSURANCE THAT SUCH SECURITIES CAN BE SOLD, ASSIGNED OR TRANSFERRED
PURSUANT TO RULE 144 OR RULE 144A PROMULGATED UNDER THE 1933 ACT, AS AMENDED (OR
A SUCCESSOR RULE THERETO) (COLLECTIVELY, "RULE 144"); (II) ANY SALE OF THE
SECURITIES MADE IN RELIANCE ON RULE 144 MAY BE MADE ONLY IN ACCORDANCE WITH THE
TERMS OF RULE 144 AND FURTHER, IF RULE 144 IS NOT APPLICABLE, ANY RESALE OF THE
SECURITIES UNDER CIRCUMSTANCES IN WHICH THE SELLER (OR THE PERSON (AS DEFINED IN
SECTION 3(R)) THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED TO BE AN UNDERWRITER
(AS THAT TERM IS DEFINED IN THE 1933 ACT) MAY REQUIRE COMPLIANCE WITH SOME OTHER
EXEMPTION UNDER THE 1933 ACT OR THE RULES AND REGULATIONS OF THE SEC THEREUNDER,
AND MAY BE MADE ONLY IN ACCORDANCE WITH SUCH EXEMPTION OR RULES AND REGULATIONS;
AND (III) NEITHER THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY OBLIGATION TO
REGISTER THE SECURITIES UNDER THE 1933