OF
THE TRANSACTION DOCUMENTS TO WHICH SUCH PURCHASER IS A PARTY AND PERFORMANCE BY
SUCH PURCHASER OF THE TRANSACTIONS CONTEMPLATED THEREBY HAVE BEEN DULY
AUTHORIZED BY ALL NECESSARY CORPORATE OR SIMILAR ACTION ON THE PART OF SUCH
PURCHASER.
EACH TRANSACTION DOCUMENT TO WHICH IT IS A PARTY HAS BEEN DULY
EXECUTED BY SUCH PURCHASER, AND WHEN DELIVERED BY SUCH PURCHASER IN ACCORDANCE
WITH THE TERMS HEREOF, WILL CONSTITUTE THE VALID AND LEGALLY BINDING OBLIGATION
OF SUCH PURCHASER, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, EXCEPT
(I) AS LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM
AND OTHER LAWS OF GENERAL APPLICATION AFFECTING ENFORCEMENT OF CREDITORS' RIGHTS
GENERALLY, (II) AS LIMITED BY LAWS RELATING TO THE AVAILABILITY OF SPECIFIC
PERFORMANCE, INJUNCTIVE RELIEF OR OTHER EQUITABLE REMEDIES AND (III) INSOFAR AS
INDEMNIFICATION AND CONTRIBUTION PROVISIONS MAY BE LIMITED BY APPLICABLE LAW.
(B)
OFFERING OUTSIDE THE UNITED STATES; PRIVATE OFFERING IN SINGAPORE.
(I) SUCH PURCHASER IS NOT A "U.S. PERSON" (AS DEFINED IN RULE 902 OF REGULATION
S UNDER THE SECURITIES ACT); (II) SUCH PURCHASER WAS PHYSICALLY OUTSIDE THE
UNITED STATES WHEN THE PURCHASER WAS OFFERED THE SECURITIES AND WHEN IT EXECUTED
THIS AGREEMENT; AND (III) SUCH PURCHASER IS PURCHASING THE SHARES FOR THE
PURCHASER'S OWN ACCOUNT AND NOT ON BEHALF OF OR FOR THE BENEFIT OF ANY U. S.
PERSON OR ANY OTHER PERSON, HAS NOT PREARRANGED THE SALE OF THE SECURITIES TO
ANY BUYER IN THE UNITED STATES OR SINGAPORE AND HAS NO PRESENT PLAN OR INTENTION
TO ENGAGE IN A DISTRIBUTION OF THE SECURITIES IN THE UNITED STATES OR SINGAPORE
AT ANY TIME; AND (V) SUCH PURCHASER IS NOT A DISTRIBUTOR OR DEALER WITH RESPECT
TO THIS TRANSACTION.
(C)
INVESTMENT INTENT.
SUCH PURCHASER UNDERSTANDS THAT THE SECURITIES
ARE "RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT, THE SECURITIES AND FUTURES ACT OR ANY APPLICABLE STATE SECURITIES LAW.
SUCH PURCHASER IS ACQUIRING THE SECURITIES AS PRINCIPAL FOR ITS OWN ACCOUNT FOR
INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING
SUCH SECURITIES OR ANY PART THEREOF, HAS NO PRESENT INTENTION OF DISTRIBUTING
ANY OF SUCH SECURITIES AND HAS NO ARRANGEMENT OR UNDERSTANDING WITH ANY OTHER
21
PERSONS 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 THE TERMS OF THE
SECURITIES AND WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS IN THE UNITED
STATES AT ANY TIME, PROVIDED, HOWEVER, THAT SUCH SALE IS SUBJECT TO SECTION 5.3
OF THIS AGREEMENT).
SUCH PURCHASER IS ACQUIRING THE SECURITIES HEREUNDER IN THE
ORDINARY COURSE OF ITS BUSINESS.
(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