CAPACITY TO PROTECT ITS OWN INTERESTS.
THE PURCHASER MUST
BEAR THE ECONOMIC RISK OF THIS INVESTMENT UNTIL THE SECURITIES ARE SOLD PURSUANT
TO: (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; OR (II) AN
EXEMPTION FROM REGISTRATION IS AVAILABLE WITH RESPECT TO SUCH SALE.
5.5
ACQUISITION FOR OWN ACCOUNT.
THE PURCHASER
IS ACQUIRING THE INTEREST SHARES, THE NOTE AND WARRANT AND THE NOTE SHARES AND
THE WARRANT SHARES FOR THE PURCHASER'S OWN ACCOUNT FOR INVESTMENT ONLY, AND NOT
AS A NOMINEE OR AGENT AND NOT WITH A VIEW TOWARDS OR FOR RESALE IN CONNECTION
WITH THEIR DISTRIBUTION.
5.6
THE PURCHASER CAN PROTECT ITS INTEREST.
THE
PURCHASER REPRESENTS THAT BY REASON OF ITS, OR OF ITS MANAGEMENT'S, BUSINESS AND
FINANCIAL EXPERIENCE, THE PURCHASER HAS THE CAPACITY TO EVALUATE THE MERITS AND
RISKS OF ITS INVESTMENT IN THE NOTE, THE WARRANT AND THE SECURITIES AND TO
PROTECT ITS OWN INTERESTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED IN
THIS AGREEMENT AND THE RELATED AGREEMENTS.
FURTHER, THE PURCHASER IS AWARE OF
NO PUBLICATION OF ANY ADVERTISEMENT IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED IN THE AGREEMENT OR THE RELATED AGREEMENTS.
5.7
ACCREDITED INVESTOR.
THE PURCHASER
REPRESENTS THAT IT IS AN ACCREDITED INVESTOR WITHIN THE MEANING OF REGULATION D
UNDER THE SECURITIES ACT.
5.8
PATRIOT ACT.
THE PURCHASER CERTIFIES THAT,
TO THE BEST OF ITS KNOWLEDGE, THE PURCHASER HAS NOT BEEN DESIGNATED, AND IS NOT
OWNED OR CONTROLLED, BY A "SUSPECTED TERRORIST" AS DEFINED IN EXECUTIVE ORDER
13224.
THE PURCHASER SEEKS TO COMPLY WITH ALL APPLICABLE LAWS CONCERNING MONEY
LAUNDERING AND RELATED ACTIVITIES.
IN FURTHERANCE OF THOSE EFFORTS, THE
PURCHASER HEREBY REPRESENTS, WARRANTS AND COVENANTS THAT:
(I) NONE OF THE CASH
OR PROPERTY THAT THE PURCHASER WILL USE TO MAKE THE LOANS HAS BEEN OR SHALL BE
DERIVED FROM, OR RELATED TO, ANY ACTIVITY THAT IS DEEMED CRIMINAL UNDER UNITED
STATES LAW; AND (II) NO DISBURSEMENT BY THE PURCHASER TO ANY COMPANY TO THE
EXTENT WITHIN THE PURCHASER'S CONTROL, SHALL CAUSE THE PURCHASER TO BE IN
VIOLATION OF THE UNITED STATES BANK SECRECY ACT, THE UNITED STATES INTERNATIONAL
MONEY LAUNDERING CONTROL ACT OF 1986 OR THE UNITED STATES INTERNATIONAL MONEY
LAUNDERING ABATEMENT AND ANTI-TERRORIST FINANCING ACT OF 2001.
THE PURCHASER
SHALL PROMPTLY NOTIFY THE COMPANY AGENT IF ANY OF THESE REPRESENTATIONS CEASES
TO BE TRUE AND ACCURATE REGARDING THE PURCHASER.
THE PURCHASER AGREES TO
PROVIDE THE COMPANY ANY ADDITIONAL INFORMATION REGARDING THE PURCHASER THAT THE
COMPANY DEEMS NECESSARY OR CONVENIENT TO ENSURE COMPLIANCE WITH ALL APPLICABLE
LAWS CONCERNING MONEY LAUNDERING AND SIMILAR ACTIVITIES.
THE PURCHASER
UNDERSTANDS AND AGREES THAT IF AT ANY TIME IT IS DISCOVERED THAT ANY OF THE
FOREGOING REPRESENTATIONS ARE INCORRECT, OR IF OTHERWISE REQUIRED BY APPLICABLE
LAW OR REGULATION RELATED TO MONEY LAUNDERING SIMILAR ACTIVITIES, THE PURCHASER
MAY UNDERTAKE APPROPRIATE ACTIONS TO ENSURE COMPLIANCE WITH APPLICABLE LAW OR
REGULATION, INCLUDING BUT NOT LIMITED TO SEGREGATION AND/OR REDEMPTION OF THE
15
PURCHASER'S INVESTMENT IN THE COMPANY.
THE PURCHASER FURTHER UNDERSTANDS THAT
THE COMPANY
MAY RELEASE INFORMATION ABOUT THE PURCHASER AND, IF