BY IT.
4.3
RECEIPT OF INFORMATION.
THE PURCHASER HAS HAD AN OPPORTUNITY TO
ASK QUESTIONS AND RECEIVE ANSWERS FROM THE COMPANY REGARDING THE TERMS AND
CONDITIONS OF THE ISSUANCE AND SALE OF THE PURCHASE SHARES AND THE BUSINESS,
PROPERTIES, PROSPECTS AND FINANCIAL CONDITION OF THE COMPANY AND OBTAIN
ADDITIONAL INFORMATION (TO THE EXTENT THE COMPANY POSSESSED SUCH INFORMATION
12
or could acquire such information without unreasonable effort or expense)
necessary to verify the accuracy of any information furnished to it or to which
it had access.
The foregoing, however, does not limit or modify the
representations and warranties of the Company in Section 3 of this Agreement or
the
right of the Purchaser to rely thereon. The Purchaser acknowledges and
understands that no Person other than the Company has been authorized to give
any representations not contained in this Agreement in connection with the
issuance and sale of the Purchase Shares and, if given or made, such information
or representation must not be relied upon as having been authorized by the
Company.
4.4
ACCREDITED INVESTOR.
UNLESS OTHERWISE EXPRESSLY INDICATED TO THE
COMPANY, (A) THE PURCHASER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED
IN RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT (AN "ACCREDITED
INVESTOR)", OR (B) IF THE PURCHASER WAS FORMED FOR THE SPECIFIC PURPOSE OF
ACQUIRING THE PURCHASER SHARES, THEN EACH SHAREHOLDER OR MEMBER OF THE PURCHASER
IS AN ACCREDITED INVESTOR.
4.5
INVESTMENT EXPERIENCE.
THE PURCHASER IS EXPERIENCED IN EVALUATING
AND INVESTING IN SECURITIES OF COMPANIES AND ACKNOWLEDGES THAT IT IS ABLE TO
FEND FOR ITSELF, CAN BEAR THE ECONOMIC RISK OF ITS INVESTMENT, AND HAS SUCH
KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF THE INVESTMENT IN THE PURCHASE SHARES.
4.6
RULE 144.
THE PURCHASER UNDERSTANDS THAT THE PURCHASE SHARES MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE
SECURITIES ACT OR AN EXEMPTION THEREFROM, AND THAT IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT COVERING THE PURCHASE SHARES OR ON AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE PURCHASE SHARES MUST
BE HELD INDEFINITELY.
IN PARTICULAR, THE PURCHASER IS AWARE THAT THE PURCHASE
SHARES MAY NOT BE SOLD PURSUANT TO RULE 144 PROMULGATED UNDER THE SECURITIES ACT
UNLESS ALL OF THE CONDITIONS OF THAT RULE ARE MET.
AMONG THE CONDITIONS FOR USE
OF RULE 144 IS THE AVAILABILITY OF CURRENT INFORMATION TO THE PUBLIC ABOUT THE
COMPANY.
4.7
RELIANCE ON PURCHASER'S REPRESENTATIONS.
THE PURCHASER
UNDERSTANDS THAT THE PURCHASE SHARES BEING OFFERED AND SOLD TO IT WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES LAWS ON
THE GROUND THAT SUCH ISSUANCE WILL BE EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF U.S. FEDERAL, STATE AND OTHER APPLICABLE SECURITIES LAWS, AND THAT THE
COMPANY IS RELYING UPON THE TRUTH AND ACCURACY OF, AND THE PURCHASER'S
COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS
AND UNDERSTANDINGS OF THE PURCHASER SET FORTH HEREIN IN ORDER TO DETERMINE THE