IN RULE 501(A) UNDER THE SECURITIES ACT, AND/OR (B) A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT.
SUCH PURCHASER IS NOT A REGISTERED BROKER-DEALER UNDER SECTION 15 OF THE
EXCHANGE ACT.
EACH PURCHASER REPRESENTS THAT, TO THE EXTENT THAT HE OR SHE IS
AN INDIVIDUAL, THAT HE OR SHE IS A RESIDENT OF THE STATE SET FORTH OPPOSITE HIS
OR HER NAME ON SIGNATURE PAGE, AND, TO THE EXTENT THAT IT IS AN ORGANIZATIONAL
ENTITY, THEY IT HAS BEEN ORGANIZED UNDER THE LAWS OF THE STATE OR COUNTRY SET
FORTH OPPOSITE ITS NAME ON SIGNATURE PAGE.
(D)
EXPERIENCE OF SUCH PURCHASER.
SUCH 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 SHARES, 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 SHARES AND IS ABLE TO AFFORD A
COMPLETE LOSS OF SUCH INVESTMENT.
(E)
GENERAL SOLICITATION.
SUCH PURCHASER IS NOT PURCHASING THE SHARES
AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION
REGARDING THE 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.
(F)
ACCESS TO INFORMATION.
SUCH PURCHASER 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 SUBSIDIARY 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
PURCHASER OR ITS REPRESENTATIVES OR COUNSEL SHALL MODIFY, AMEND OR AFFECT SUCH
PURCHASER'S RIGHT TO RELY ON THE TRUTH, ACCURACY AND COMPLETENESS OF THE
DISCLOSURE MATERIALS AND THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED
IN THE TRANSACTION DOCUMENTS.
(G)
INDEPENDENT INVESTMENT DECISION.
SUCH PURCHASER HAS INDEPENDENTLY
EVALUATED THE MERITS OF ITS DECISION TO PURCHASE SHARES PURSUANT TO THIS
AGREEMENT, SUCH DECISION HAS BEEN INDEPENDENTLY MADE BY SUCH PURCHASER AND SUCH
PURCHASER CONFIRMS THAT IT HAS ONLY
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RELIED ON THE ADVICE OF ITS OWN BUSINESS AND/OR LEGAL COUNSEL AND NOT ON THE
ADVICE OF ANY OTHER PURCHASER'S BUSINESS AND/OR LEGAL COUNSEL IN MAKING SUCH
DECISION.
(H)
NO TAX OR LEGAL ADVICE.
SUCH PURCHASER UNDERSTANDS THAT NOTHING
IN THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY OTHER MATERIALS