THE SHARES (OR SOLICIT ANY OFFERS TO BUY,
PURCHASE, OR OTHERWISE ACQUIRE OR TAKE A PLEDGE OF ANY OF THE SHARES), EXCEPT IN
COMPLIANCE WITH THE ACT (INCLUDING WITHOUT LIMITATION RELEASE NO. 5226 LIMITING
THE RESALE TO THE PUBLIC OF ANY OF THE SHARES), AND THE RULES AND REGULATIONS
THEREUNDER.
(B)
ABILITY TO BEAR RISK.
SUBSCRIBER REPRESENTS
AND WARRANTS THAT (I) THE FINANCIAL SITUATION OF THE SUBSCRIBER IS SUCH THAT IT
CAN AFFORD TO BEAR THE ECONOMIC RISK OF HOLDING THE UNREGISTERED SHARES FOR AN
INDEFINITE PERIOD AND (II) IT CAN AFFORD TO SUFFER THE COMPLETE LOSS OF ITS
INVESTMENT IN THE SHARES.
(C)
ACCESS TO INFORMATION; EVALUATION OF
RISKS.
SUBSCRIBER REPRESENTS AND WARRANTS THAT (I) IT UNDERSTANDS AND HAS TAKEN
COGNIZANCE OF ALL THE RISK FACTORS RELATED TO ITS PURCHASE OF THE SHARES,
(II) IT HAS BEEN GRANTED THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE
SATISFACTORY ANSWERS FROM, REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS
AND CONDITIONS OF THE ACQUISITION OF THE SHARES AND HAS HAD THE OPPORTUNITY TO
OBTAIN AND HAS OBTAINED ANY ADDITIONAL INFORMATION THAT IT DEEMS NECESSARY
REGARDING THE ACQUISITION OF THE SHARES, (III) IT HAS NOT RELIED ON ANY PERSON
IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OR SUFFICIENCY OF SUCH
INFORMATION OR ITS INVESTMENT DECISION AND (IV) IT HAS SUCH KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS ARE NECESSARY IN ORDER TO
EVALUATE THE MERITS AND RISKS OF AN INVESTMENT IN THE SHARES.
SUBSCRIBER
REPRESENTS AND WARRANTS THAT IT IS AN "ACCREDITED INVESTOR," AS THAT TERM IS
DEFINED IN REGULATION D UNDER THE ACT.
(D)
ENFORCEABILITY.
THIS AGREEMENT HAS BEEN
DULY EXECUTED AND DELIVERED BY SUBSCRIBER AND CONSTITUTES A LEGAL, VALID AND
BINDING OBLIGATION OF SUBSCRIBER, ENFORCEABLE AGAINST SUBSCRIBER IN ACCORDANCE
WITH ITS TERMS EXCEPT AS MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY,
REORGANIZATION OR OTHER LAWS OF GENERAL APPLICATION RELATING TO OR AFFECTING THE
ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY, AND THE EFFECT OF RULES OF LAW
GOVERNING THE AVAILABILITY OF EQUITABLE REMEDIES.
2
(E)
COMPLIANCE WITH LAWS AND OTHER
INSTRUMENTS.
SUBSCRIBER REPRESENTS AND WARRANTS THAT THE EXECUTION AND DELIVERY
OF THIS AGREEMENT, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THE PERFORMANCE OF EACH OBLIGATION HEREUNDER WILL NOT CONFLICT WITH, OR RESULT
IN ANY VIOLATION OF OR DEFAULT UNDER, ANY AGREEMENT OR INSTRUMENT TO WHICH
SUBSCRIBER IS A PARTY OR BY WHICH SUBSCRIBER IS BOUND, OR ANY JUDGMENT, DECREE,
STATUTE, LAW, ORDER, RULE OR REGULATION APPLICABLE TO SUBSCRIBER.
(F)
NO GENERAL SOLICITATION.
SUBSCRIBER
ACKNOWLEDGES THAT THE SHARES WERE NOT OFFERED TO SUBSCRIBER BY MEANS OF ANY
GENERAL SOLICITATION, PUBLICLY DISSEMINATED ADVERTISEMENT OR SALES LITERATURE.
(G)
NO RECOMMENDATION.
SUBSCRIBER ACKNOWLEDGES
THAT NO FEDERAL OR STATE AGENCY HAS MADE ANY FINDING OR DETERMINATION RELATING
TO THE FAIRNESS FOR INVESTMENT IN THE SHARES, AND NO FEDERAL OR STATE AGENCY HAS
RECOMMENDED OR ENDORSED THE SHARES.
SUBSCRIBER HAS RELIED ON SUBSCRIBER'S OWN
LEGAL COUNSEL TO THE EXTENT SUBSCRIBER HAS DEEMED NECESSARY AS TO ALL LEGAL
MATTERS AND QUESTIONS PRESENTED WITH REFERENCE TO THE