ANY, OR ITS
REPRESENTATIVES SHALL MODIFY, AMEND OR AFFECT SUCH BUYER'S RIGHT TO RELY ON THE
COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTIONS 3 AND 11(L) BELOW
OR CONTAINED IN ANY OF THE OTHER TRANSACTION DOCUMENTS.
SUCH BUYER UNDERSTANDS
THAT ITS INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND THAT IT
HAS REVIEWED THE COMPANY'S SEC DOCUMENTS AND THE DISCLOSURES CONTAINED THEREIN,
INCLUDING, WITHOUT LIMITATION, THAT SET FORTH UNDER THE HEADING "RISK FACTORS."
SUCH BUYER HAS SOUGHT SUCH ACCOUNTING, LEGAL AND TAX ADVICE AS IT HAS CONSIDERED
NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO ITS
ACQUISITION OF THE SECURITIES.
3
E.
NO GOVERNMENTAL REVIEW.
SUCH BUYER
UNDERSTANDS THAT NO GOVERNMENTAL ENTITY HAS PASSED ON OR MADE ANY RECOMMENDATION
OR ENDORSEMENT OF THE SECURITIES OR THE FAIRNESS OR SUITABILITY OF AN INVESTMENT
IN THE SECURITIES NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OF THE SECURITIES.
F.
TRANSFER OR RESALE.
SUCH BUYER
UNDERSTANDS THAT: (I) THE SECURITIES HAVE NOT BEEN AND ARE NOT BEING REGISTERED
UNDER THE 1933 ACT OR ANY OTHER SECURITIES LAWS, AND MAY NOT BE OFFERED FOR
SALE, SOLD, ASSIGNED OR TRANSFERRED UNLESS (A) SUBSEQUENTLY REGISTERED
THEREUNDER, (B) SUCH BUYER SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF
COUNSEL, IN A GENERALLY ACCEPTABLE FORM, TO THE EFFECT THAT THE SECURITIES TO BE
SOLD, ASSIGNED OR TRANSFERRED MAY BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO
AN EXEMPTION FROM SUCH REGISTRATION, OR (C) SUCH BUYER PROVIDES THE COMPANY WITH
REASONABLE ASSURANCE THAT THE SECURITIES CAN BE SOLD, ASSIGNED OR TRANSFERRED
PURSUANT TO RULE 144 PROMULGATED UNDER THE 1933 ACT, AS AMENDED (OR A SUCCESSOR
RULE THERETO) ("RULE 144"); (II) ANY SALE OF THE SECURITIES MADE IN RELIANCE ON
RULE 144 MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF RULE 144, AND FURTHER,
IF RULE 144 IS NOT APPLICABLE, ANY RESALE OF THE SECURITIES UNDER CIRCUMSTANCES
IN WHICH THE SELLER (OR THE PERSON THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED
TO BE AN UNDERWRITER (AS THAT TERM IS DEFINED IN THE 1933 ACT) MAY REQUIRE
COMPLIANCE WITH SOME OTHER EXEMPTION UNDER THE 1933 ACT OR ANY OTHER SECURITIES
LAWS; AND (III) NEITHER THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY OBLIGATION
TO REGISTER THE SECURITIES UNDER THE 1933 ACT OR ANY OTHER SECURITIES LAWS.
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS PARAGRAPH, THE SECURITIES MAY
BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
G.
LEGENDS.
SUCH BUYER UNDERSTANDS THAT,
EXCEPT AS SET FORTH BELOW, THE SHARE CERTIFICATES AND THE CERTIFICATES OR OTHER
INSTRUMENTS REPRESENTING THE NOTES SHALL BEAR A RESTRICTIVE LEGEND IN THE
FOLLOWING FORM (THE "1933 ACT LEGEND") (AND A STOP-TRANSFER ORDER MAY BE PLACED
AGAINST TRANSFER OF SUCH SHARE CERTIFICATES):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR