SECURITIES AUTHORITIES, THE FEDERAL
DEPOSIT INSURANCE CORPORATION ("FDIC"), OR ANY OTHER REGULATORY AUTHORITY.
4.6
BUYER UNDERSTANDS THAT THERE MAY BE NO LIQUID MARKET FOR SELLER COMMON
STOCK AND THAT IT MAY NOT BE ABLE TO SELL OR DISPOSE OF THE SHARES; BUYER HAS
LIQUID ASSETS SUFFICIENT TO ASSURE THAT PURCHASE OF THE SHARES WILL CAUSE NO
UNDUE FINANCIAL DIFFICULTIES AND THAT, AFTER PURCHASING THE SHARES, BUYER WILL
BE ABLE TO PROVIDE FOR ANY FORESEEABLE CURRENT NEEDS AND POSSIBLE PERSONAL
CONTINGENCIES; AND BUYER IS ABLE TO BEAR THE RISK OF ILLIQUIDITY AND THE RISK OF
A COMPLETE LOSS OF THIS INVESTMENT.
BUYER REPRESENTS AND AGREES THAT IT HAS
SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IT IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SHARES AND
HAS THE CAPACITY TO PROTECT BUYER'S OWN INTERESTS IN CONNECTION WITH THE
INVESTMENT IN THE SHARES.
4.7
BUYER UNDERSTANDS THAT THE SHARES WILL CONSTITUTE "RESTRICTED SECURITIES"
AS DEFINED IN RULE 144(A)(3) UNDER THE SECURITIES ACT AND, ACCORDINGLY, THAT THE
SHARES WILL BE SUBJECT TO RESTRICTIONS ON RESALE OR OTHER TRANSFER, INCLUDING
WITHOUT, LIMITATION, HOLDING PERIOD RESTRICTIONS SET FORTH IN RULE 144(D),
UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
AND ANY OTHER APPLICABLE SECURITIES LAW OR EXEMPTIONS FROM SUCH REGISTRATION AND
QUALIFICATIONS ARE AVAILABLE.
BUYER UNDERSTANDS THAT THE CERTIFICATE(S) FOR THE
SHARES WILL BEAR THE FOLLOWING LEGEND:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE ACT"), OR ANY STATE SECURITIES OR BLUE SKY LAWS,
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE
WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND UPON REQUEST
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH
REGISTRATION IS NOT REQUIRED.
4.8
THE SHARES ARE BEING PURCHASED FOR INVESTMENT ONLY AND NOT FOR THE INTEREST
OR ACCOUNT OF ANY OTHER PERSON OR WITH A VIEW TOWARD RESALE, ASSIGNMENT,
FRACTIONALIZATION, OR DISTRIBUTION THEREOF, AND BUYER AGREES NOT TO SELL,
TRANSFER OR OTHERWISE DISPOSE OF THE SHARES UNLESS THEY HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS IS
AVAILABLE.
BUYER HAS NOT ENTERED INTO ANY AGREEMENT TO TRANSFER THE SHARES.
4.9
BUYER HAS REQUESTED AND RECEIVED SUCH INFORMATION AND HAS MADE SUCH DUE
DILIGENCE INVESTIGATION, INCLUDING HAVING ACCESS TO THE BOOKS AND RECORDS OF
SELLER AND ITS AFFILIATED COMPANIES, AS BUYER HAS DEEMED PERTINENT TO ITS
CONSIDERATION OF THE PURCHASE OF THE SHARES.
BUYER HAS NOT BEEN FURNISHED ANY
OFFERING LITERATURE OR PROSPECTUS.
BUYER HAS CAREFULLY REVIEWED THE PUBLICLY
AVAILABLE INFORMATION REGARDING SELLER AND THE INFORMATION PROVIDED TO BUYER BY
SELLER AND IS THOROUGHLY FAMILIAR WITH THE EXISTING AND PROPOSED BUSINESS
OPERATIONS, MANAGEMENT AND FINANCIAL CONDITION OF SELLER.
BUYER ACKNOWLEDGES
AND UNDERSTANDS (I) THE RISKS INVOLVED IN THIS INVESTMENT, INCLUDING THE
SPECULATIVE NATURE