OR TO ANY THIRD PERSON, WITH RESPECT TO ANY OF THE
SECURITIES.
(C)
RESTRICTED SECURITIES.
SUCH INVESTOR UNDERSTANDS THAT THE
SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT
REGISTRATION UNDER THE 1933 ACT, OR AN EXEMPTION THEREFROM, AND THAT IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT COVERING THE SECURITIES OR AN
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE SECURITIES MUST BE
HELD INDEFINITELY.
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
COVERING THE SECURITIES SUCH INVESTOR WILL SELL, TRANSFER, OR OTHERWISE DISPOSE
OF THE SECURITIES ONLY IN A MANNER CONSISTENT WITH ITS REPRESENTATIONS AND
AGREEMENTS SET FORTH HEREIN AND THE TERMS AND CONDITIONS SET FORTH IN THE
REGISTRATION RIGHTS AGREEMENT.
(D)
FINANCIAL CONDITION.
SUCH INVESTOR'S FINANCIAL CONDITION IS SUCH
THAT IT IS ABLE TO BEAR THE RISK OF HOLDING THE SECURITIES FOR AN INDEFINITE
PERIOD OF TIME AND CAN BEAR THE LOSS OF ITS ENTIRE INVESTMENT IN ITS SECURITIES.
(E)
EXPERIENCE.
SUCH INVESTOR HAS SUCH KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS AND IN MAKING HIGH-RISK INVESTMENTS OF THIS TYPE
THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PURCHASE OF THE
SECURITIES.
(F)
RECEIPT OF INFORMATION.
SUCH INVESTOR HAS BEEN FURNISHED ACCESS
TO THE BUSINESS RECORDS OF THE COMPANY AND SUCH ADDITIONAL INFORMATION AND
DOCUMENTS AS SUCH INVESTOR HAS REQUESTED AND HAS BEEN AFFORDED AN OPPORTUNITY TO
ASK QUESTIONS OF AND RECEIVE ANSWERS FROM REPRESENTATIVES OF THE COMPANY
CONCERNING THE TERMS AND CONDITIONS OF THIS AGREEMENT, THE PURCHASE OF THE
SECURITIES, THE COMPANY'S BUSINESS, OPERATIONS, MARKET POTENTIAL,
CAPITALIZATION, FINANCIAL CONDITION AND PROSPECTS, AND ALL OTHER MATTERS DEEMED
RELEVANT BY SUCH INVESTOR.
12
(G)
BROKERAGE.
THERE ARE NO CLAIMS FOR BROKERAGE COMMISSIONS OR
FINDER'S FEES OR SIMILAR COMPENSATION IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT BASED ON ANY ARRANGEMENT OR AGREEMENT MADE BY OR
ON BEHALF OF SUCH INVESTOR, AND SUCH INVESTOR AGREES TO INDEMNIFY AND HOLD THE
COMPANY AND THE OTHER INVESTORS HARMLESS AGAINST ANY DAMAGES INCURRED AS A
RESULT OF ANY SUCH CLAIMS.
(H)
ADDRESS.
SUCH INVESTOR HAS PROVIDED THE COMPANY WITH ITS TRUE AND
CORRECT ADDRESS.
3.2.
LEGENDS.
IT IS UNDERSTOOD THAT THE CERTIFICATES EVIDENCING THE
SECURITIES MAY BEAR SUBSTANTIALLY THE FOLLOWING LEGENDS:
(A)
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
UNDER SUCH ACT OR AN EXEMPTION FROM SUCH REGISTRATION (INCLUDING PURSUANT TO
RULE 144 OR RULE 144A OF SUCH ACT)."
(B)
ANY LEGEND REQUIRED BY THE LAWS OF ANY APPLICABLE JURISDICTION.
3.3.
CONFIDENTIALITY.
EACH OF THE INVESTORS COVENANTS AND AGREES THAT
HE, SHE OR IT WILL KEEP CONFIDENTIAL AND WILL NOT DISCLOSE, DIVULGE OR USE FOR
ANY PURPOSE OTHER THAN TO MONITOR HIS, HER OR ITS INVESTMENT IN THE COMPANY ANY
CONFIDENTIAL, PROPRIETARY OR SECRET INFORMATION WHICH SUCH INVESTOR MAY OBTAIN
FROM THE COMPANY PURSUANT TO FINANCIAL STATEMENTS, REPORTS OR OTHER MATERIALS
SUBMITTED