IMMEDIATELY AVAILABLE FUNDS PURSUANT TO
THE COMPANY'S WIRE INSTRUCTIONS AS PROVIDED TO THE BUYER IN WRITING PRIOR TO THE
DATE HEREOF. ON THE CLOSING DATE, THE COMPANY SHALL DELIVER TO THE BUYER A STOCK
CERTIFICATE EVIDENCING THE COMMON SHARES DULY EXECUTED ON BEHALF OF THE COMPANY
AND REGISTERED IN THE NAME OF THE BUYER OR ITS DESIGNEE.
2.
REPRESENTATIONS AND WARRANTIES OF THE BUYER.
The Buyer represents and warrants that:
(A)
NO PUBLIC SALE OR DISTRIBUTION. THE BUYER IS ACQUIRING THE
COMMON SHARES FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TOWARDS, OR FOR RESALE IN
CONNECTION WITH, THE PUBLIC SALE OR DISTRIBUTION THEREOF, EXCEPT PURSUANT TO
SALES REGISTERED OR EXEMPTED UNDER THE 1933 ACT; PROVIDED, HOWEVER, THAT BY
MAKING THE REPRESENTATIONS HEREIN, THE BUYER DOES NOT AGREE TO HOLD ANY OF THE
COMMON SHARES FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND, SUBJECT THERETO,
RESERVES THE RIGHT TO DISPOSE OF THE COMMON SHARES AT ANY TIME IN ACCORDANCE
WITH OR PURSUANT TO A REGISTRATION STATEMENT OR AN APPLICABLE EXEMPTION UNDER
THE 1933 ACT. THE BUYER IS ACQUIRING THE COMMON SHARES HEREUNDER IN THE ORDINARY
COURSE OF ITS BUSINESS. THE BUYER DOES NOT PRESENTLY HAVE ANY AGREEMENT OR
UNDERSTANDING, DIRECTLY OR INDIRECTLY, WRITTEN OR OTHERWISE, WITH ANY PERSON (AS
DEFINED BELOW) TO ACT TOGETHER FOR THE PURPOSE OF ACQUIRING, HOLDING, VOTING OR
DISPOSING OF THE COMMON SHARES. AS USED HEREIN, "PERSON" MEANS AN INDIVIDUAL, A
LIMITED LIABILITY COMPANY, A PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A
TRUST, AN UNINCORPORATED ORGANIZATION AND A GOVERNMENT OR ANY DEPARTMENT OR
AGENCY THEREOF.
(B)
ACCREDITED INVESTOR STATUS. THE BUYER IS AN "ACCREDITED
INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D PROMULGATED
UNDER THE 1933 ACT BY REASON OF BEING AN ENTITY OF WHICH ALL OF THE EQUITY
OWNERS ARE "ACCREDITED INVESTORS."
(C)
RELIANCE ON EXEMPTIONS. THE BUYER UNDERSTANDS AND
ACKNOWLEDGES THAT THE COMMON SHARES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE
ON SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES
FEDERAL AND STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING IN PART UPON
THE TRUTH AND ACCURACY OF, AND THE BUYER'S COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF THE BUYER SET
FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF THE BUYER TO ACQUIRE THE COMMON SHARES.
THE BUYER UNDERSTANDS
THAT NO FEDERAL OR STATE AGENCY OR ANY GOVERNMENT OR GOVERNMENTAL AGENCY HAS
PASSED UPON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE COMMON SHARES.
(D)
INFORMATION; EXPERIENCE. THE BUYER ACKNOWLEDGES THAT IT
(INCLUDING THROUGH ITS ADVISORS, IF ANY) HAS HAD ACCESS TO ADEQUATE INFORMATION,
HAS MADE ITS OWN DUE
2
DILIGENCE INVESTIGATION, AND HAS BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS
AND RECEIVE ANSWERS FROM THE COMPANY AND OBTAIN ADDITIONAL INFORMATION FROM THE
COMPANY REGARDING (I) THE OFFER AND SALE OF THE COMMON SHARES, AND (II) THE
BUSINESS, OPERATIONS, PROSPECTS AND FINANCIAL CONDITION OF THE COMPANY. THE
COMPANY HAS ANSWERED OR RESPONDED TO ALL