ITS OWN ACCOUNT, NOT AS A NOMINEE OR AGENT, AND WITH NO INTENTION
OF DISTRIBUTING ITS PURCHASED UNITS OR ANY PART THEREOF, AND SUCH PURCHASER HAS
NO PRESENT INTENTION OF SELLING OR OTHERWISE DISTRIBUTING THE SAME IN ANY
TRANSACTION IN VIOLATION OF THE SECURITIES LAWS OF THE UNITED STATES OF AMERICA
OR ANY STATE, WITHOUT PREJUDICE, HOWEVER, TO SUCH PURCHASER'S RIGHT AT ALL TIMES
TO SELL OR OTHERWISE DISPOSE OF ALL OR ANY PART OF ITS PURCHASED UNITS UNDER A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS OR UNDER AN EXEMPTION FROM SUCH REGISTRATION AVAILABLE THEREUNDER
(INCLUDING, WITHOUT LIMITATION, IF AVAILABLE, RULE 144 PROMULGATED THEREUNDER).
IF SUCH PURCHASER SHOULD IN THE FUTURE DECIDE TO DISPOSE OF ANY OF ITS PURCHASED
UNITS, SUCH PURCHASER UNDERSTANDS AND AGREES (A) THAT IT MAY DO SO ONLY (I) IN
COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAW, AS THEN
IN EFFECT, OR (II) IN THE MANNER CONTEMPLATED BY ANY REGISTRATION STATEMENT
PURSUANT TO WHICH SUCH SECURITIES ARE BEING OFFERED, AND (B) THAT STOP-TRANSFER
INSTRUCTIONS TO THAT EFFECT WILL BE IN EFFECT WITH RESPECT TO SUCH SECURITIES.
NOTWITHSTANDING THE FOREGOING, A PURCHASER MAY ENTER INTO A DERIVATIVE
TRANSACTION WITH RESPECT TO ITS PURCHASED UNITS WITH A THIRD PARTY PROVIDED THAT
SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT.
(B)
NATURE OF PURCHASER.
SUCH PURCHASER
REPRESENTS AND WARRANTS TO PACIFIC THAT, (A) IT IS AN "ACCREDITED INVESTOR"
WITHIN THE MEANING OF RULE 501 OF REGULATION D PROMULGATED BY THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO THE SECURITIES ACT AND (B) BY REASON OF ITS
BUSINESS AND FINANCIAL EXPERIENCE IT HAS SUCH KNOWLEDGE, SOPHISTICATION AND
EXPERIENCE IN MAKING SIMILAR INVESTMENTS AND IN BUSINESS AND FINANCIAL MATTERS
GENERALLY SO AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE
PROSPECTIVE INVESTMENT IN THE PURCHASED
14
UNITS, IS ABLE TO BEAR THE ECONOMIC RISK OF SUCH INVESTMENT AND, AT THE PRESENT
TIME, WOULD BE ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
(C)
RECEIPT OF INFORMATION; AUTHORIZATION.
SUCH PURCHASER ACKNOWLEDGES THAT IT HAS (A) HAD ACCESS TO PACIFIC'S PERIODIC
FILINGS WITH THE COMMISSION, INCLUDING PACIFIC'S ANNUAL REPORT ON FORM 10-K,
QUARTERLY REPORTS ON FORM 10-Q, AND CURRENT REPORTS ON FORM 8-K, AND (B) BEEN
PROVIDED A REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM
REPRESENTATIVES OF PACIFIC REGARDING SUCH MATTERS.
(D)
RESTRICTED SECURITIES.
SUCH PURCHASER
UNDERSTANDS THAT THE PURCHASED UNITS IT IS PURCHASING ARE CHARACTERIZED AS
"RESTRICTED SECURITIES" UNDER THE FEDERAL SECURITIES LAWS INASMUCH AS THEY ARE
BEING ACQUIRED FROM PACIFIC IN A TRANSACTION NOT INVOLVING A PUBLIC OFFERING AND
THAT UNDER SUCH LAWS AND APPLICABLE REGULATIONS SUCH SECURITIES MAY BE RESOLD
WITHOUT REGISTRATION UNDER THE SECURITIES ACT ONLY IN CERTAIN LIMITED
CIRCUMSTANCES.
IN THIS CONNECTION, SUCH PURCHASER REPRESENTS THAT IT IS
KNOWLEDGEABLE WITH RESPECT TO RULE 144 OF THE COMMISSION PROMULGATED UNDER THE
SECURITIES ACT.
(E)
LEGEND.
IT IS UNDERSTOOD THAT THE
CERTIFICATES EVIDENCING THE PURCHASED UNITS WILL BEAR THE FOLLOWING LEGEND:
"THESE SECURITIES