TO LIQUIDATE ITS
INVESTMENT; (IV) TRANSFERABILITY OF THE SHARES IS EXTREMELY LIMITED; (V) IN THE
EVENT OF A DISPOSITION OF THE SHARES, THE PURCHASER COULD SUSTAIN THE LOSS OF
ITS ENTIRE INVESTMENT; AND (VI) THE COMPANY HAS NOT PAID ANY DIVIDENDS ON ITS
COMMON STOCK SINCE INCEPTION AND DOES NOT ANTICIPATE THE PAYMENT OF DIVIDENDS IN
THE FORESEEABLE FUTURE.
SUCH RISKS ARE MORE FULLY SET FORTH IN THE SEC
DOCUMENTS;
(B)
THE PURCHASER IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A) OF REGULATION D UNDER THE SECURITIES ACT.
THE PURCHASER IS ABLE TO BEAR
THE ECONOMIC RISK OF HOLDING THE SHARES FOR AN INDEFINITE PERIOD, AND HAS
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS SUCH THAT IT IS
CAPABLE OF EVALUATING THE RISKS OF THE INVESTMENT IN THE SHARES; AND
(C)
THE PURCHASER HAS, IN CONNECTION WITH THE PURCHASER'S DECISION TO
PURCHASE SHARES, NOT RELIED UPON ANY REPRESENTATIONS OR OTHER INFORMATION
(WHETHER ORAL OR WRITTEN) OTHER THAN AS SET FORTH IN THE REPRESENTATIONS AND
WARRANTIES OF THE COMPANY CONTAINED HEREIN, AND THE PURCHASER HAS, WITH RESPECT
TO ALL MATTERS RELATING TO THIS AGREEMENT AND THE OFFER AND SALE OF THE SHARES,
RELIED SOLELY UPON THE ADVICE OF SUCH PURCHASER'S OWN COUNSEL AND HAS NOT RELIED
UPON OR CONSULTED ANY COUNSEL TO THE PLACEMENT AGENTS OR COUNSEL TO THE COMPANY.
SECTION 3.6
GOVERNMENTAL REVIEW.
THE PURCHASER UNDERSTANDS THAT NO
UNITED STATES FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL
AGENCY HAS PASSED UPON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE SHARES
OR AN INVESTMENT THEREIN.
SECTION 3.7
TRANSFER OR RESALE.
THE PURCHASER UNDERSTANDS THAT:
(A)
THE SHARES HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE
SECURITIES ACT (OTHER THAN AS CONTEMPLATED IN ARTICLE 6) OR ANY APPLICABLE STATE
SECURITIES LAWS AND, CONSEQUENTLY, THE PURCHASER MAY HAVE TO BEAR THE RISK OF
OWNING THE SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SHARES MAY NOT BE
TRANSFERRED UNLESS (I) THE RESALE OF THE SHARES IS REGISTERED PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AS CONTEMPLATED IN
ARTICLE 6; (II) THE PURCHASER HAS DELIVERED TO THE COMPANY AN OPINION OF COUNSEL
(IN FORM, SUBSTANCE AND SCOPE REASONABLY SATISFACTORY TO THE COMPANY) TO THE
EFFECT THAT THE SHARES TO BE SOLD OR TRANSFERRED MAY BE SOLD OR TRANSFERRED
PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION; OR (III) THE SHARES ARE SOLD OR
TRANSFERRED PURSUANT TO RULE 144;
(B)
ANY SALE OF THE SHARES MADE IN RELIANCE ON RULE 144 MAY BE MADE
ONLY IN ACCORDANCE WITH THE TERMS OF RULE 144 AND, IF RULE 144 IS NOT
APPLICABLE, ANY RESALE OF THE SHARES UNDER CIRCUMSTANCES IN WHICH THE SELLER (OR
THE PERSON THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED TO BE AN UNDERWRITER (AS
THAT TERM IS DEFINED IN THE SECURITIES ACT) MAY REQUIRE COMPLIANCE WITH SOME
OTHER EXEMPTION UNDER THE SECURITIES ACT OR THE RULES AND REGULATIONS OF THE SEC
THEREUNDER; AND
(C)
EXCEPT AS SET FORTH IN ARTICLE 6,