Understanding RE: Subject Shares. He understands and is aware that the Subject Shares have not been registered under the Securities Act of 1933, as amended (the "1933 Act"), nor pursuant to any other Federal law in reliance on exemptions for private offerings contained in [Section 4(a)(2)] and Regulation S of the 1933 Act. He is fully aware that any Subject Shares purchased him are to be sold in reliance upon such exemption based upon his representations, warranties, and agreements set forth herein. He is also aware and understands that such exemption is dependent upon the accuracy of the statements made by him herein.

He understands and is aware that the Subject Shares have not been registered under the Securities Act of 1933, as amended ("the "1933 Act"), nor pursuant to any other Federal law or similar foreign law in reliance on exemptions for private offerings contained in [Section 4(a)(2)] and Regulation S of the 1933 Act. He is fully aware that any Subject Shares purchased him are to be sold in reliance upon such exemption based upon his representations, warranties, and agreements set forth herein. He is also aware and understands that such exemption is dependent upon the accuracy of the statements made by him herein.

He understands that the Subject Shares are being offered to him pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act") and Regulation S as promulgated by the Securities and Exchange Commission (the "Commission") thereunder.