SEC DOCUMENTS.
ARTICLE III
PURCHASER'S REPRESENTATIONS AND WARRANTIES
Each Purchaser represents and warrants to the Company, severally and not
jointly, with respect to itself and its purchase hereunder, that:
SECTION 3.1
INVESTMENT PURPOSE.
THE PURCHASER IS PURCHASING THE
SHARES FOR ITS OWN ACCOUNT AND NOT WITH A PRESENT VIEW TOWARD THE PUBLIC SALE OR
DISTRIBUTION THEREOF AND HAS NO INTENTION OF SELLING OR DISTRIBUTING ANY OF SUCH
SHARES OR ANY ARRANGEMENT OR UNDERSTANDING WITH ANY OTHER PERSONS REGARDING THE
SALE OR DISTRIBUTION OF SUCH SHARES EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
ARTICLE 6 AND EXCEPT AS WOULD NOT RESULT IN A VIOLATION OF THE SECURITIES ACT.
THE PURCHASER WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL, PLEDGE, TRANSFER OR
OTHERWISE DISPOSE OF (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR OTHERWISE
ACQUIRE OR TAKE A PLEDGE OF) ANY OF THE SHARES EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF ARTICLE 6 OR PURSUANT TO AND IN ACCORDANCE WITH THE SECURITIES
ACT.
SECTION 3.2
QUESTIONNAIRES.
PURCHASER HAS SUBMITTED TO THE COMPANY
A STOCK CERTIFICATE AND THE REGISTRATION STATEMENT QUESTIONNAIRE SUBSTANTIALLY
IN THE FORM OF EXHIBIT B HERETO AND SUCH QUESTIONNAIRE SHALL BE ACCURATE AND
CORRECT WHEN DELIVERED AND AS OF THE CLOSING DATE.
SECTION 3.3
RELIANCE ON EXEMPTIONS.
THE PURCHASER UNDERSTANDS THAT
THE SHARES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE UPON SPECIFIC EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE 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 AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF THE
PURCHASER TO ACQUIRE THE SHARES.
SECTION 3.4
INFORMATION.
THE PURCHASER HAS HAD THE OPPORTUNITY TO
REVIEW THE SEC DOCUMENTS. AT A REASONABLE TIME PRIOR TO THE OFFERING, THE
PURCHASER HAS BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS AND RECEIVE ANSWERS
CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING AND TO OBTAIN ANY ADDITIONAL
INFORMATION WHICH THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT UNREASONABLE
EFFORT OR EXPENSE THAT IS NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION
CONTAINED IN THE SEC DOCUMENTS. 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 SEC DOCUMENTS AND THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
SECTION 3.5
ACKNOWLEDGEMENT OF RISK.
(A) THE PURCHASER ACKNOWLEDGES
AND UNDERSTANDS THAT ITS INVESTMENT IN THE SHARES INVOLVES A SIGNIFICANT DEGREE
OF RISK, INCLUDING, WITHOUT LIMITATION, (I) THE COMPANY REMAINS A DEVELOPMENT
STAGE BUSINESS WITH LIMITED OPERATING HISTORY AND REQUIRES SUBSTANTIAL FUNDS IN
ADDITION TO THE PROCEEDS FROM THE SALE OF THE
7
SHARES; (II) AN INVESTMENT IN THE COMPANY IS SPECULATIVE, AND ONLY PURCHASERS
WHO CAN AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT SHOULD CONSIDER INVESTING IN
THE COMPANY AND THE SHARES; (III) THE PURCHASER MAY NOT BE ABLE