APPLICABLE LAW.
(B)
OWN ACCOUNT.
SUCH PURCHASER UNDERSTANDS THAT
THE SECURITIES ARE "RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW AND IS ACQUIRING THE
SECURITIES AS PRINCIPAL FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR
DISTRIBUTING OR RESELLING SUCH SECURITIES OR ANY PART THEREOF IN VIOLATION OF
THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW, HAS NO PRESENT
INTENTION OF DISTRIBUTING ANY OF SUCH SECURITIES IN VIOLATION OF THE SECURITIES
ACT OR ANY APPLICABLE STATE SECURITIES LAW AND HAS NO DIRECT OR INDIRECT
ARRANGEMENT OR UNDERSTANDINGS WITH ANY OTHER PERSONS TO DISTRIBUTE OR REGARDING
THE DISTRIBUTION OF SUCH SECURITIES (THIS REPRESENTATION AND WARRANTY NOT
LIMITING SUCH PURCHASER'S RIGHT TO SELL THE SECURITIES PURSUANT TO THE
REGISTRATION STATEMENT OR OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND
STATE SECURITIES LAWS) IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAW.
SUCH PURCHASER IS ACQUIRING THE SECURITIES HEREUNDER IN
THE ORDINARY COURSE OF ITS BUSINESS.
19
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER
WAS OFFERED THE SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS, AND ON EACH
DATE ON WHICH IT EXERCISES ANY WARRANTS OR CONVERTS ANY DEBENTURES IT WILL BE
EITHER: (I) AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A)(1), (A)(2),
(A)(3), (A)(7) OR (A)(8) UNDER THE SECURITIES ACT OR (II) A "QUALIFIED
INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A(A) UNDER THE SECURITIES ACT.
SUCH
PURCHASER IS NOT REQUIRED TO BE REGISTERED AS A BROKER-DEALER UNDER SECTION 15
OF THE EXCHANGE ACT.
(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
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)
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, TO ITS KNOWLEDGE, OR ANY OTHER GENERAL SOLICITATION OR GENERAL
ADVERTISEMENT.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
THE SECURITIES MAY ONLY BE DISPOSED OF IN
COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY
TRANSFER OF SECURITIES OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR RULE 144, TO THE COMPANY OR TO AN AFFILIATE OF A PURCHASER OR IN
CONNECTION WITH A PLEDGE AS CONTEMPLATED IN SECTION 4.1(B), THE COMPANY MAY
REQUIRE THE TRANSFEROR THEREOF TO PROVIDE TO THE COMPANY AN OPINION OF COUNSEL
SELECTED BY THE TRANSFEROR AND REASONABLY ACCEPTABLE TO THE COMPANY, THE FORM
AND SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY SATISFACTORY