ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL
FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING.
3.
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE INVESTOR.
The Investor represents, warrants and covenants to the Company as follows:
3.1.
SECURITIES LAW REPRESENTATIONS AND WARRANTIES.
(A)
THE INVESTOR (I) IS AN "ACCREDITED INVESTOR" AS DEFINED IN REGULATION D
UNDER THE SECURITIES ACT, (II) HAS THE KNOWLEDGE, SOPHISTICATION AND EXPERIENCE
NECESSARY TO MAKE, AND IS QUALIFIED TO MAKE DECISIONS WITH RESPECT TO,
INVESTMENTS IN SECURITIES PRESENTING AN INVESTMENT DECISION LIKE THAT INVOLVED
IN THE PURCHASE OF INVESTMENTS IN SECURITIES ISSUED BY THE COMPANY AND
INVESTMENTS IN COMPARABLE COMPANIES, (III) CAN BEAR THE ECONOMIC RISK OF A TOTAL
LOSS OF ITS INVESTMENT IN THE SHARES AND (IV) HAS REQUESTED, RECEIVED, REVIEWED
AND CONSIDERED ALL INFORMATION IT DEEMED RELEVANT IN MAKING AN INFORMED DECISION
TO PURCHASE THE SHARES;
(B)
THE INVESTOR IS ACQUIRING THE SHARES FOR ITS OWN ACCOUNT FOR INVESTMENT
ONLY AND NOT WITH A VIEW TOWARDS, OR FOR RESALE IN CONNECTION WITH, THE PUBLIC
SALE OR DISTRIBUTION THEREOF;
(C)
THE INVESTOR WAS NOT ORGANIZED FOR THE SPECIFIC PURPOSE OF ACQUIRING THE
SHARES;
(D)
THE INVESTOR WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL, PLEDGE,
TRANSFER OR OTHERWISE DISPOSE OF (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR
OTHERWISE ACQUIRE OR TAKE A PLEDGE OF) ANY OF THE SHARES EXCEPT IN COMPLIANCE
WITH THE SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS AND THE RESPECTIVE
RULES AND REGULATIONS PROMULGATED THEREUNDER;
(E)
THE INVESTOR UNDERSTANDS THAT THE SHARES ARE BEING OFFERED AND SOLD TO IT
IN RELIANCE ON SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING
UPON THE TRUTH AND ACCURACY OF, AND THE INVESTOR'S COMPLIANCE WITH,
REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGEMENTS AND UNDERSTANDINGS OF
THE INVESTOR SET FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH
EXEMPTIONS AND THE ELIGIBILITY OF THE INVESTOR TO ACQUIRE THE SHARES;
(F)
THE INVESTOR UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE AGENCY OR
ANY OTHER GOVERNMENT OR GOVERNMENTAL AGENCY HAS PASSED ON OR MADE ANY
RECOMMENDATION OR
8
ENDORSEMENT OF THE SHARES OR THE FAIRNESS OR SUITABILITY OF AN INVESTMENT IN THE
SHARES NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING; AND
(G)
THE INVESTOR ACKNOWLEDGES THAT THE COMPANY HAS REPRESENTED THAT NO ACTION
HAS BEEN OR WILL BE TAKEN IN ANY JURISDICTION OUTSIDE THE UNITED STATES BY THE
COMPANY THAT WOULD PERMIT AN OFFERING OF THE SHARES, OR POSSESSION OR
DISTRIBUTION OF OFFERING MATERIALS IN CONNECTION WITH THE ISSUE OF THE SHARES,
IN ANY JURISDICTION OUTSIDE THE UNITED STATES WHERE ACTION FOR THAT PURPOSE IS
REQUIRED.
IF THE INVESTOR IS LOCATED OR DOMICILED OUTSIDE THE UNITED STATES IT
AGREES TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN EACH FOREIGN
JURISDICTION IN WHICH IT PURCHASES, OFFERS, SELLS OR DELIVERS SHARES OR HAS IN