EXEMPT FROM REGISTRATION UNDER
THE SECURITIES ACT PURSUANT TO SECTION 4(2) THEREOF, AND THAT THE COMPANY'S
RELIANCE ON SUCH EXEMPTION IS PREDICATED ON THE INVESTOR'S REPRESENTATIONS SET
FORTH HEREIN.
THE INVESTOR REALIZES THAT THE BASIS FOR THE EXEMPTION MAY NOT BE
PRESENT IF, NOTWITHSTANDING SUCH REPRESENTATIONS, THE INVESTOR HAS IN MIND
MERELY ACQUIRING THE SHARES FOR A FIXED OR DETERMINABLE PERIOD IN THE FUTURE, OR
FOR A MARKET RISE, OR FOR SALE IF THE MARKET DOES NOT RISE.
THE INVESTOR HAS NO
SUCH INTENTION.
3.4
RECEIPT OF INFORMATION.
THE INVESTOR REPRESENTS THAT IT HAS HAD AN
OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS FROM THE COMPANY REGARDING THE
TERMS AND CONDITIONS OF THE SALE OF THE SHARES AND THE BUSINESS, PROPERTIES,
PROSPECTS, AND FINANCIAL CONDITION OF THE COMPANY AND TO OBTAIN ADDITIONAL
INFORMATION NECESSARY TO VERIFY THE ACCURACY OF ANY INFORMATION FURNISHED TO THE
INVESTOR OR TO WHICH THE INVESTOR HAD ACCESS; THE FOREGOING, HOWEVER, DOES NOT
LIMIT OR MODIFY THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN SECTION 2
OF THIS AGREEMENT OR THE RIGHT OF THE INVESTOR TO RELY THEREON.
3.5
INVESTMENT EXPERIENCE.
THE INVESTOR REPRESENTS THAT ITS IS
EXPERIENCED IN EVALUATING AND INVESTING IN PRIVATE PLACEMENT TRANSACTIONS OF
SECURITIES OF COMPANIES IN A SIMILAR STAGE OF DEVELOPMENT AND ACKNOWLEDGES THAT
THE INVESTOR IS ABLE TO FEND FOR ITSELF, CAN BEAR THE ECONOMIC RISK OF THE
INVESTOR'S INVESTMENT FOR AN INDEFINITE PERIOD OF TIME, AND HAS SUCH KNOWLEDGE
AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT THE INVESTOR IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF THE INVESTMENT IN THE SHARES.
3.6
ACCREDITED INVESTOR.
THE INVESTOR REPRESENTS TO THE COMPANY THAT
IT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 OF REGULATION D
ADOPTED PURSUANT TO THE SECURITIES ACT.
3.7
FINDER'S FEES.
THE INVESTOR NEITHER IS NOR WILL BE OBLIGATED FOR
ANY FINDER'S FEE OR COMMISSION IN CONNECTION WITH THIS TRANSACTION.
14
3.8
RESTRICTED SHARES.
THE INVESTOR UNDERSTANDS THAT THE SHARES IT IS
PURCHASING MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION THEREFROM, AND THAT IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SHARES OR AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE SHARES MUST
BE HELD INDEFINITELY.
IN PARTICULAR, THE INVESTOR IS AWARE THAT THE SHARES MAY
NOT BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT UNLESS ALL
OF THE CONDITIONS OF THAT RULE ARE MET.
AMONG THE CONDITIONS FOR USE OF RULE
144 MAY BE THE AVAILABILITY OF CURRENT INFORMATION TO THE PUBLIC ABOUT THE
COMPANY.
SUCH INFORMATION IS NOT NOW AVAILABLE.
3.9
LEGENDS.
EACH CERTIFICATE OR OTHER DOCUMENT EVIDENCING ANY OF THE
SHARES SHALL BE ENDORSED WITH THE LEGENDS SUBSTANTIALLY IN THE FORM SET FORTH
BELOW:
(A)
THE FOLLOWING LEGEND UNDER THE SECURITIES ACT:
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED