BE
LIMITED BY APPLICABLE LAW.
(B)
OWN ACCOUNT.
SUCH PURCHASER UNDERSTANDS THAT THE SECURITIES ARE
"RESTRICTED SECURITIES" AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY APPLICABLE STATE SECURITIES LAW AND IS ACQUIRING THE SECURITIES AS PRINCIPAL
FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING SUCH
SECURITIES OR ANY PART
18
THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES
LAW, HAS NO PRESENT INTENTION OF DISTRIBUTING ANY OF SUCH SECURITIES IN
VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW AND HAS
NO DIRECT OR INDIRECT ARRANGEMENT OR UNDERSTANDINGS WITH ANY OTHER PERSONS TO
DISTRIBUTE OR 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 WITH APPLICABLE FEDERAL
AND STATE SECURITIES LAWS) IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAW.
SUCH PURCHASER IS ACQUIRING THE SECURITIES HEREUNDER IN
THE ORDINARY COURSE OF ITS BUSINESS.
(C)
PURCHASER STATUS.
AT THE TIME SUCH PURCHASER WAS OFFERED THE
SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS, AND ON EACH DATE ON WHICH IT
EXERCISES ANY WARRANTS, IT WILL BE EITHER: (I) AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501 UNDER THE SECURITIES ACT OR (II) A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A(A) UNDER THE SECURITIES ACT.
SUCH PURCHASER IS
NOT REQUIRED TO BE REGISTERED AS A BROKER-DEALER UNDER SECTION 15 OF THE
EXCHANGE ACT AND ALL OF THE SEC REPORTS HAVE BEEN MADE AVAILABLE TO THE
PURCHASER.
(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 THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES AND, AT THE PRESENT
TIME, IS ABLE TO AFFORD A COMPLETE LOSS OF SUCH INVESTMENT.
(E)
GENERAL SOLICITATION.
SUCH PURCHASER IS NOT PURCHASING THE
SECURITIES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER
COMMUNICATION REGARDING THE SECURITIES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR
SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR
OR ANY OTHER GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
(F)
SHORT SALES AND CONFIDENTIALITY PRIOR TO THE DATE HEREOF.
OTHER
THAN CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREUNDER, SUCH PURCHASER HAS
NOT, DIRECTLY OR INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF OR PURSUANT
TO ANY UNDERSTANDING WITH SUCH PURCHASER, DIRECTLY OR INDIRECTLY EXECUTED ANY
PURCHASES OR SALES, INCLUDING SHORT SALES, OF THE SECURITIES OF THE COMPANY
DURING THE PERIOD COMMENCING FROM THE TIME THAT SUCH PURCHASER FIRST RECEIVED
NOTICE OF THE IDENTITY OF THE COMPANY AS THE ISSUER IN THE TRANSACTION FROM THE
COMPANY OR ANY OTHER PERSON REPRESENTING THE COMPANY CONTEMPLATED HEREUNDER
UNTIL THE DATE HEREOF