Ti	=	Representations and Warranties of the {_Purchasers}
1.Ti	=	Purchase for Own Account
1.sec	=	Each {_Purchaser} represents that it is acquiring the {_Securities} solely for its own account and beneficial interest for investment and not for sale or with a view to distribution of the {_Securities} or any part thereof, has no present intention of selling (in connection with a distribution or otherwise), granting any participation in, or otherwise distributing the same, and does not presently have reason to anticipate a change in such intention.
2.Ti	=	Information and Sophistication
2.sec	=	Without lessening or obviating the representations and warranties of {_the_Company} set forth in {cRep.Xref}, each {_Purchaser} hereby: (i) acknowledges that it has received all the information it has requested from {_the_Company} and it considers necessary or appropriate for deciding whether to acquire the {_Securities}, (ii) represents that it has had an opportunity to ask questions and receive answers from {_the_Company} regarding the terms and conditions of the offering of the {_Securities} and to obtain any additional information necessary to verify the accuracy of the information given the {_Purchaser} and (iii) further represents that it has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risk of this investment.
3.Ti	=	Ability to Bear Economic Risk
3.sec	=	Each {_Purchaser} acknowledges that investment in the {_Securities} involves a high degree of risk, and represents that it is able, without materially impairing its financial condition, to hold the {_Securities} for an indefinite period of time and to suffer a complete loss of its investment.
4.Ti	=	Further Limitations on Disposition
4.0.Sec	=	Without in any way limiting the representations set forth above, each {_Purchaser} further agrees not to make any disposition of all or any portion of the {_Securities} unless and until:
4.1.Sec	=	There is then in effect a Registration Statement under the Act covering such proposed disposition and such disposition is made in accordance with such Registration Statement; or
4.2.Sec	=	The {_Purchaser} shall have notified {_the_Company} of the proposed disposition and shall have furnished {_the_Company} with a detailed statement of the circumstances surrounding the proposed disposition, and if reasonably requested by {_the_Company}, such {_Purchaser} shall have furnished {_the_Company} with an opinion of counsel, reasonably satisfactory to {_the_Company}, that such disposition will not require registration under the Act or any applicable state securities laws, provided that no such opinion shall be required for dispositions in compliance with Rule 144, except in unusual circumstances.
4.3.Sec	=	Notwithstanding the provisions of paragraphs (1) and (2) above, no such registration statement or opinion of counsel shall be necessary for a transfer by such {_Purchaser} to a partner (or retired partner) or member (or retired member) of such {_Purchaser} in accordance with partnership or limited liability company interests, or transfers by gift, will or intestate succession to any spouse or lineal descendants or ancestors, if all transferees agree in writing to be subject to the terms hereof to the same extent as if they were {_Purchasers} hereunder.
4.	=	[G/Z/ol/3]
5.Ti	=	Accredited Investor Status
5.sec	=	Each {_Purchaser} is an "accredited investor" as such term is defined in Rule 501 under the Act.
	=	[G/Z/ol/5]