OF THE SHARES SOLD HEREUNDER
EXCEPT AS PROVIDED IN THE RIGHTS AGREEMENT.
4.3.6
THE PURCHASER UNDERSTANDS THAT RULE 144 PROMULGATED UNDER THE
SECURITIES ACT PERMITS LIMITED RESALE OF SHARES PURCHASED IN A PRIVATE PLACEMENT
SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS, INCLUDING, AMONG OTHER
THINGS, THE EXISTENCE OF A PUBLIC MARKET FOR THE SHARES, THE AVAILABILITY OF
CERTAIN CURRENT PUBLIC INFORMATION ABOUT THE COMPANY, MORE THAN ONE YEAR HAVING
ELAPSED BETWEEN THE RESALE AND THE DATE THE SECURITY TO BE SOLD WAS LAST HELD BY
THE COMPANY OR AN AFFILIATE OF THE COMPANY, THE SALE BEING MADE THROUGH A
"BROKER'S TRANSACTION" OR IN TRANSACTIONS DIRECTLY WITH A "MARKET MAKER," AND
THE NUMBER OF SHARES BEING SOLD DURING ANY THREE-MONTH PERIOD NOT EXCEEDING
SPECIFIED LIMITATIONS. THE PURCHASER IS FURTHER AWARE THAT RULE 144(K) PERMITS
PERSONS WHO HAVE NOT BEEN AFFILIATES OF THE COMPANY FOR AT LEAST THREE MONTHS
AND WHOSE SHARES HAVE BEEN BENEFICIALLY OWNED BY A PERSON OTHER THAN THE COMPANY
OR ITS AFFILIATES FOR AT LEAST TWO YEARS AFTER FULL PAYMENT FOR SUCH SHARES TO
SELL SUCH SHARES WITHOUT REGARD TO THE CURRENT PUBLIC INFORMATION, MANNER OF
SALE AND VOLUME LIMITATIONS DESCRIBED ABOVE.
4.3.7
THE PURCHASER HAS REVIEWED WITH ITS OWN TAX ADVISERS THE
FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES OF THE PURCHASE OF THE SHARES
CONTEMPLATED BY THIS AGREEMENT AND HAS RELIED SOLELY ON SUCH ADVISERS AND NOT ON
ANY STATEMENTS OR REPRESENTATIONS OF THE COMPANY OR ANY OF ITS AGENTS OTHER THAN
THE REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN WITH RESPECT TO THE PURCHASE
OF THE SHARES. THE PURCHASER UNDERSTANDS THAT IT (AND NOT THE COMPANY) SHALL BE
RESPONSIBLE FOR ITS OWN TAX LIABILITY THAT MAY ARISE AS A RESULT OF THIS
INVESTMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
4.4
ACCESS TO INFORMATION; INVESTMENT EXPERIENCE;
NO RELIANCE.
4.4.1
ACCESS TO INFORMATION. THE PURCHASER HAS, PRIOR TO THE DATE OF
THIS AGREEMENT, BEEN FURNISHED WITH THE COMPANY'S MOST RECENT SEC FILINGS AND
GIVEN AN OPPORTUNITY TO REVIEW MATERIAL CONTRACTS AND DOCUMENTS OF THE COMPANY
WHICH HAVE BEEN FILED AS EXHIBITS TO SUCH SEC FILINGS. THE PURCHASER HAS HAD
OPPORTUNITY TO DISCUSS THE COMPANY'S BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS
WITH ITS MANAGEMENT. THE PURCHASER HAS ALSO HAD AN OPPORTUNITY TO ASK QUESTIONS
OF OFFICERS OF THE COMPANY, WHICH QUESTIONS WERE ANSWERED TO ITS SATISFACTION.
THE PURCHASER, IN MAKING THE INVESTMENT DECISION, HAS READ, REVIEWED, AND RELIED
SOLELY ON THE COMPANY'S SEC FILINGS AND OTHER DOCUMENTS FURNISHED BY THE
COMPANY, PURSUANT TO THIS AGREEMENT AND THE COMPANY'S REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN, AND HAS MADE AN INDEPENDENT INVESTIGATION, OR
OBTAINED ANY ADDITIONAL INFORMATION WHICH THE PURCHASER DEEMS NECESSARY TO
VERIFY THE ACCURACY AND COMPLETENESS OF THE INFORMATION RECEIVED. THE PURCHASER
IS NOT RELYING ON ANY ORAL REPRESENTATION OF THE COMPANY OR ANY OTHER PERSON,
NOR ANY WRITTEN REPRESENTATION OR ASSURANCE FROM THE COMPANY OTHER THAN THOSE
CONTAINED IN THE SEC FILINGS OR INCORPORATED HEREIN OR THEREIN. THE FOREGOING,
HOWEVER, DOES NOT LIMIT OR MODIFY THE PURCHASER'S RIGHT TO RELY