INVESTMENT.
EACH PURCHASER IS ACQUIRING THE
PREFERRED SHARES AND THE WARRANTS SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF
INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH DISTRIBUTION.
EACH PURCHASER DOES NOT HAVE A PRESENT INTENTION TO SELL THE PREFERRED SHARES OR
THE WARRANTS, NOR A PRESENT ARRANGEMENT (WHETHER OR NOT LEGALLY BINDING) OR
INTENTION TO EFFECT ANY DISTRIBUTION OF THE PREFERRED SHARES OR THE WARRANTS TO
OR THROUGH ANY PERSON OR ENTITY; PROVIDED, HOWEVER, THAT BY MAKING THE
REPRESENTATIONS HEREIN AND SUBJECT TO SECTION 2.2(H) BELOW, SUCH PURCHASER DOES
NOT AGREE TO HOLD THE SHARES OR THE
13
WARRANTS FOR ANY MINIMUM OR OTHER SPECIFIC TERM AND RESERVES THE RIGHT TO
DISPOSE OF THE SHARES AT ANY TIME IN ACCORDANCE WITH FEDERAL AND STATE
SECURITIES LAWS APPLICABLE TO SUCH DISPOSITION.
EACH PURCHASER ACKNOWLEDGES
THAT IT IS ABLE TO BEAR THE FINANCIAL RISKS ASSOCIATED WITH AN INVESTMENT IN THE
PREFERRED SHARES AND THE WARRANTS AND THAT IT HAS BEEN GIVEN FULL ACCESS TO SUCH
RECORDS OF THE COMPANY AND THE SUBSIDIARIES AND TO THE OFFICERS OF THE COMPANY
AND THE SUBSIDIARIES AND RECEIVED SUCH INFORMATION AS IT HAS DEEMED NECESSARY OR
APPROPRIATE TO CONDUCT ITS DUE DILIGENCE INVESTIGATION AND HAS SUFFICIENT
KNOWLEDGE AND EXPERIENCE IN INVESTING IN COMPANIES SIMILAR TO THE COMPANY IN
TERMS OF THE COMPANY'S STAGE OF DEVELOPMENT SO AS TO BE ABLE TO EVALUATE THE
RISKS AND MERITS OF ITS INVESTMENT IN THE COMPANY.
(E)
STATUS OF PURCHASERS.
EACH PURCHASER IS AN "ACCREDITED INVESTOR"
AS DEFINED IN REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
SUCH PURCHASER
IS NOT REQUIRED TO BE REGISTERED AS A BROKER-DEALER UNDER SECTION 15 OF THE
EXCHANGE ACT AND SUCH PURCHASER IS NOT A BROKER-DEALER.
(F)
OPPORTUNITIES FOR ADDITIONAL INFORMATION.
EACH PURCHASER
ACKNOWLEDGES THAT SUCH PURCHASER HAS HAD THE OPPORTUNITY TO ASK QUESTIONS OF AND
RECEIVE ANSWERS FROM, OR OBTAIN ADDITIONAL INFORMATION FROM, THE EXECUTIVE
OFFICERS OF THE COMPANY CONCERNING THE FINANCIAL AND OTHER AFFAIRS OF THE
COMPANY, AND TO THE EXTENT DEEMED NECESSARY IN LIGHT OF SUCH PURCHASER'S
PERSONAL KNOWLEDGE OF THE COMPANY'S AFFAIRS, SUCH PURCHASER HAS ASKED SUCH
QUESTIONS AND RECEIVED ANSWERS TO THE FULL SATISFACTION OF SUCH PURCHASER, AND
SUCH PURCHASER DESIRES TO INVEST IN THE COMPANY.
(G)
NO GENERAL SOLICITATION.
EACH PURCHASER ACKNOWLEDGES THAT THE
PREFERRED SHARES AND THE WARRANTS WERE NOT OFFERED TO SUCH PURCHASER BY MEANS OF
ANY FORM OF GENERAL OR PUBLIC SOLICITATION OR GENERAL ADVERTISING, OR PUBLICLY
DISSEMINATED ADVERTISEMENTS OR SALES LITERATURE, INCLUDING (I) ANY
ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION PUBLISHED IN ANY
NEWSPAPER, MAGAZINE, OR SIMILAR MEDIA, OR BROADCAST OVER TELEVISION OR RADIO, OR
(II) ANY SEMINAR OR MEETING TO WHICH SUCH PURCHASER WAS INVITED BY ANY OF THE
FOREGOING MEANS OF COMMUNICATIONS.
(H)
RULE 144.
SUCH PURCHASER UNDERSTANDS THAT THE SHARES MUST BE HELD
INDEFINITELY UNLESS SUCH SHARES ARE REGISTERED UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
SUCH PURCHASER ACKNOWLEDGES THAT SUCH
PURCHASER IS FAMILIAR WITH RULE 144 OF THE RULES