WAS OFFERED THE SECURITIES, IT WAS, AND AT THE DATE HEREOF IT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT.
(D)
EXPERIENCE OF SUCH PURCHASER.
SUCH
PURCHASER, EITHER ALONE OR TOGETHER WITH ITS REPRESENTATIVES, HAS SUCH
KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS
TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT
IN THE SECURITIES, AND HAS SO EVALUATED THE MERITS AND RISKS OF SUCH
INVESTMENT.
SUCH PURCHASER IS ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT
IN THE SECURITIES AND, AT THE PRESENT TIME, IS ABLE TO AFFORD A COMPLETE LOSS OF
SUCH INVESTMENT.
(E)
ACCESS TO INFORMATION.
SUCH PURCHASER
ACKNOWLEDGES THAT IT HAS REVIEWED THE DISCLOSURE MATERIALS AND HAS BEEN AFFORDED
(I) THE OPPORTUNITY TO ASK SUCH QUESTIONS AS IT HAS DEEMED NECESSARY OF, AND TO
RECEIVE ANSWERS FROM, REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND
CONDITIONS OF THE OFFERING OF THE SECURITIES AND THE MERITS AND RISKS OF
INVESTING IN THE SECURITIES; (II) ACCESS TO INFORMATION ABOUT THE COMPANY AND
THE SUBSIDIARIES AND THEIR RESPECTIVE FINANCIAL CONDITION SUFFICIENT TO ENABLE
IT TO EVALUATE ITS INVESTMENT; AND (III) THE OPPORTUNITY TO OBTAIN SUCH
ADDITIONAL INFORMATION THAT THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT
UNREASONABLE EFFORT OR EXPENSE THAT IS NECESSARY TO MAKE AN INFORMED INVESTMENT
DECISION WITH RESPECT TO THE INVESTMENT.
NEITHER SUCH INQUIRIES NOR ANY OTHER
INVESTIGATION CONDUCTED BY OR ON BEHALF OF SUCH PURCHASER OR ITS REPRESENTATIVES
OR COUNSEL, NOR ANY OTHER PROVISIONS OF THIS SECTION 3.2, SHALL MODIFY, AMEND OR
AFFECT SUCH PURCHASER'S RIGHT TO RELY ON THE TRUTH, ACCURACY AND COMPLETENESS OF
THE DISCLOSURE MATERIALS AND THE COMPANY'S REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE TRANSACTION DOCUMENTS.
(F)
RELIANCE.
SUCH PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT (I) THE SECURITIES
ARE BEING OFFERED AND SOLD TO IT WITHOUT REGISTRATION UNDER THE SECURITIES ACT
IN A PRIVATE PLACEMENT THAT IS EXEMPT FROM THE REGISTRATION PROVISIONS OF THE
SECURITIES ACT AND (II) THE AVAILABILITY OF SUCH EXEMPTION DEPENDS IN PART ON,
AND THE COMPANY WILL RELY UPON THE ACCURACY AND TRUTHFULNESS OF, THE FOREGOING
REPRESENTATIONS AND SUCH PURCHASER HEREBY CONSENTS TO SUCH RELIANCE.
SUCH
PURCHASER ACKNOWLEDGES AND AGREES THAT THE COMPANY DOES NOT MAKE OR HAS NOT
18
MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN SECTION 3.1 OR
ANY OTHER TRANSACTION DOCUMENT.
ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
SECURITIES MAY ONLY BE DISPOSED OF PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.
IN CONNECTION WITH
ANY TRANSFER OF SECURITIES OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR TO THE COMPANY OR PURSUANT TO RULE 144(K), EXCEPT AS OTHERWISE SET
FORTH HEREIN, THE COMPANY MAY REQUIRE THE TRANSFEROR TO PROVIDE TO THE COMPANY
AN OPINION OF COUNSEL SELECTED BY THE TRANSFEROR,