INSTITUTIONAL BUYER" AS SUCH TERM IS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT.
(C)
THE PURCHASER (I) HAS EXPERIENCE IN INDEPENDENTLY EVALUATING AND
INVESTING IN BUSINESSES IN THE COMPANY'S INDUSTRY WHICH ARE AT SIMILAR STAGE OF
DEVELOPMENT AS THE COMPANY, (II) HAS SUCH KNOWLEDGE AND EXPERIENCE IN BUSINESS
MATTERS SO AS TO BE FULLY CAPABLE OF INDEPENDENTLY EVALUATING THE MERITS AND
RISKS OF THE INVESTMENT IN THE NOTES, HAS THE CAPACITY TO PROTECT ITS OWN
INTERESTS AND CAN BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE NOTES, AND
(III) HAS HAD AN OPPORTUNITY TO DISCUSS THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS WITH ITS ADVISORS, INCLUDING LEGAL COUNSEL AND TAX
ADVISORS, AS IT DEEMED NECESSARY AND APPROPRIATE TO ADEQUATELY EVALUATE AN
INVESTMENT IN THE NOTES.
(D)
THE PURCHASER ACKNOWLEDGES THAT IT IS FAMILIAR WITH THE CONDITION,
FINANCIAL AND OTHERWISE, OF THE COMPANY AND THE NOTES AND THE SECURITY PROVIDED
UNDER THE SECURITY AGREEMENT IN CONNECTION WITH THE NOTES AND, TO THE EXTENT
DEEMED APPROPRIATE IN MAKING ITS INVESTMENT DECISION, HAS DISCUSSED WITH THE
COMPANY AND ITS ADVISORS, THE NOTES, THE SECURITY THEREFORE UNDER THE SECURITY
AGREEMENT, THE COMPANY'S FINANCIAL CONDITION AND PROSPECTS AND THE COMPANY'S
CURRENT AND PROPOSED ACTIVITIES. THE COMPANY HAS ALLOWED THE PURCHASER ACCESS TO
SUCH FINANCIAL AND OTHER INFORMATION AND PERSONNEL OF THE COMPANY AS THE
PURCHASER HAS DEEMED NECESSARY IN CONNECTION WITH THE PURCHASE OF THE NOTES. THE
COMPANY HAS PROVIDED THE PURCHASER, DURING THE COURSE OF THE NEGOTIATIONS OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND PRIOR TO THE SALE OF THE NOTES,
THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE COMPANY AND
ITS ADVISORS CONCERNING THE TERMS AND CONDITIONS OF THE SALE OF THE NOTES AND TO
OBTAIN ANY ADDITIONAL INFORMATION NECESSARY AND APPROPRIATE IN CONNECTION
THEREWITH. THE PURCHASER HAS MADE SUCH INQUIRY AS IT HAS BELIEVED TO BE
DESIRABLE FOR ITS PURPOSES AND HAS OBTAINED SUCH INFORMATION IT REGARDS
NECESSARY, APPROPRIATE AND ADEQUATE FROM THE COMPANY AND ITS REPRESENTATIVES FOR
ITS DECISION TO PURCHASE THE NOTES.
(E)
THE PURCHASER ACKNOWLEDGES THAT INVESTING IN SECURITIES OF THE
COMPANY, AND THEREFORE, THE PURCHASE OF THE NOTES, INVOLVES SUBSTANTIAL RISK,
INCLUDING, BUT NOT LIMITED, TO THOSE RISKS LISTED UNDER "RISK FACTORS" IN THE
EXCHANGE ACT REPORTS.
(F)
NEITHER THE PURCHASER, NOR ANY OF ITS AFFILIATES, OFFICERS,
EMPLOYEES, AGENTS, SHAREHOLDERS, MEMBERS OR DIRECTORS HAS, EITHER DIRECTLY OR
INDIRECTLY INCLUDING THROUGH A BROKER OR FINDER, (I) BEEN PRESENTED WITH OR
SOLICITED BY ANY PUBLICLY ISSUED OR CIRCULATED FORM OF ADVERTISEMENT OR GENERAL
SOLICITATION IN CONNECTION WITH THE OFFER, SALE AND PURCHASE OF THE NOTES OR
(II) ENGAGED IN ANY GENERAL SOLICITATION
OR PUBLISHED ANY ADVERTISEMENT IN
CONNECTION WITH THE OFFER AND SALE OF THE NOTES. THE PURCHASER OR ITS
AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, MEMBERS OR DIRECTORS HAVE
A PRE-EXISTING BUSINESS RELATIONSHIP WITH THE COMPANY AND WERE CONTACTED
DIRECTLY BY THE COMPANY OR ITS AGENTS REGARDING THE OPPORTUNITY TO PARTICIPATE
IN THE OFFER, SALE AND PURCHASE OF THE NOTES.
9
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