THE EFFECT OF RULES OF LAW
GOVERNING THE AVAILABILITY OF SPECIFIC PERFORMANCE AND OTHER EQUITABLE REMEDIES.
(B)
NO PUBLIC SALE OR DISTRIBUTION; INVESTMENT
INTENT.
SUCH INVESTOR IS (I) ACQUIRING THE COMMON SHARES AND THE WARRANTS AND
(II) UPON EXERCISE OF THE WARRANTS WILL ACQUIRE THE WARRANT SHARES ISSUABLE UPON
EXERCISE THEREOF, IN THE ORDINARY COURSE OF BUSINESS 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 UNDER THE SECURITIES
ACT OR UNDER AN EXEMPTION FROM SUCH REGISTRATION AND IN COMPLIANCE WITH
APPLICABLE FEDERAL AND STATE SECURITIES LAWS, AND SUCH INVESTOR DOES NOT HAVE A
PRESENT ARRANGEMENT TO EFFECT ANY DISTRIBUTION OF THE SECURITIES TO OR THROUGH
ANY PERSON OR ENTITY; PROVIDED, HOWEVER, THAT BY MAKING THE REPRESENTATIONS
HEREIN, SUCH INVESTOR DOES NOT AGREE TO HOLD ANY OF THE SECURITIES FOR ANY
MINIMUM OR OTHER SPECIFIC TERM AND RESERVES THE RIGHT TO DISPOSE OF THE
SECURITIES AT ANY TIME IN ACCORDANCE WITH OR PURSUANT TO A REGISTRATION
STATEMENT OR AN EXEMPTION UNDER THE SECURITIES ACT.
(C)
INVESTOR STATUS.
AT THE TIME SUCH INVESTOR
WAS OFFERED THE SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS, AN "ACCREDITED
INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
(D)
EXPERIENCE OF SUCH INVESTOR.
SUCH INVESTOR,
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
INVESTOR UNDERSTANDS THAT IT MUST BEAR THE ECONOMIC RISK OF THIS INVESTMENT IN
THE SECURITIES INDEFINITELY, AND IS ABLE TO BEAR SUCH RISK AND IS ABLE TO AFFORD
A COMPLETE LOSS OF SUCH INVESTMENT.
(E)
ACCESS TO INFORMATION.
SUCH INVESTOR
ACKNOWLEDGES THAT IT HAS REVIEWED THE DISCLOSURE MATERIALS AND HAS BEEN
AFFORDED: (I) THE OPPORTUNITY TO ASK SUCH QUESTIONS AS IT HAS DEEMED NECESSARY
OF, AND TO RECEIVE ANSWERS FROM, REPRESENTATIVES OF THE COMPANY CONCERNING THE
TERMS AND CONDITIONS OF THE OFFERING OF THE SECURITIES AND THE MERITS AND RISKS
OF INVESTING IN THE SECURITIES; (II) ACCESS TO INFORMATION (OTHER THAN MATERIAL
NON-PUBLIC INFORMATION) ABOUT THE COMPANY AND THE SUBSIDIARIES AND THEIR
RESPECTIVE FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS, PROPERTIES,
MANAGEMENT AND PROSPECTS SUFFICIENT TO ENABLE IT TO EVALUATE ITS INVESTMENT; AND
(III) THE OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION THAT THE COMPANY
POSSESSES OR CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE THAT IS
NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE
INVESTMENT.
NEITHER SUCH INQUIRIES NOR ANY OTHER INVESTIGATION CONDUCTED BY OR
ON BEHALF OF SUCH INVESTOR OR ITS REPRESENTATIVES OR COUNSEL SHALL MODIFY, AMEND
OR AFFECT SUCH INVESTOR'S RIGHT TO RELY ON THE TRUTH, ACCURACY AND COMPLETENESS
OF THE DISCLOSURE MATERIALS AND THE COMPANY'S REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE TRANSACTION DOCUMENTS.
16
(F)
NO GOVERNMENTAL REVIEW.
SUCH INVESTOR
UNDERSTANDS THAT NO UNITED STATES