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, RESULTS OF OPERATIONS, BUSINESS,
PROPERTIES, MANAGEMENT AND PROSPECTS 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 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)
GENERAL SOLICITATION. THE PURCHASER IS NOT PURCHASING THE
SECURITIES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER
COMMUNICATION REGARDING THE SECURITIES
14
PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIA OR BROADCAST OVER
TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR OR ANY OTHER GENERAL
SOLICITATION OR GENERAL ADVERTISEMENT.
(G)
RELIANCE ON EXEMPTIONS.
SUCH PURCHASER UNDERSTANDS THAT (I) THE
SECURITIES ARE "RESTRICTED SECURITIES" UNDER THE FEDERAL SECURITIES LAWS AS THEY
ARE BEING OFFERED AND SOLD TO SUCH PURCHASER WITHOUT REGISTRATION IN A PRIVATE
PLACEMENT THAT IS EXEMPT FORM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS AND (II) THE COMPANY IS RELYING UPON THE
TRUTH AND ACCURACY OF, AND SUCH PURCHASER'S COMPLIANCE WITH, THE
REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF
SUCH PURCHASER SET FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH
EXEMPTIONS AND THE ELIGIBILITY OF SUCH PURCHASER TO ACQUIRE THE SECURITIES.
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 FEDERAL AND 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, THE FORM AND SUBSTANCE OF
WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT
THAT SUCH