RESPECT TO THIS INVESTMENT, THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT OR THE SECURITIES LAWS OF ANY JURISDICTION.
SECTION 3.4.
INVESTMENT PURPOSE. THE
SECURITIES ARE BEING PURCHASED BY THE INVESTOR FOR ITS OWN ACCOUNT, AND FOR
INVESTMENT PURPOSES.
THE INVESTOR AGREES NOT TO ASSIGN OR IN ANY WAY TRANSFER
THE INVESTOR'S RIGHTS TO THE SECURITIES OR ANY INTEREST THEREIN AND ACKNOWLEDGES
THAT THE COMPANY WILL NOT RECOGNIZE ANY PURPORTED ASSIGNMENT OR TRANSFER EXCEPT
IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
NO OTHER
PERSON HAS OR WILL HAVE A DIRECT OR INDIRECT BENEFICIAL INTEREST IN THE
SECURITIES.
THE INVESTOR AGREES NOT TO SELL, HYPOTHECATE OR OTHERWISE TRANSFER
THE INVESTOR'S SECURITIES UNLESS THE SECURITIES ARE REGISTERED UNDER FEDERAL AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM SUCH LAWS IS AVAILABLE.
SECTION 3.5.
ACCREDITED INVESTOR.
THE
INVESTOR IS AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A)(3)
OF REGULATION D OF THE SECURITIES ACT.
SECTION 3.6.
INFORMATION.
THE INVESTOR AND
ITS ADVISORS (AND ITS COUNSEL), IF ANY, HAVE BEEN FURNISHED WITH ALL MATERIALS
RELATING TO THE BUSINESS, FINANCES AND OPERATIONS OF THE COMPANY AND INFORMATION
IT DEEMED MATERIAL TO MAKING AN INFORMED INVESTMENT DECISION.
THE INVESTOR AND
ITS ADVISORS, IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE
COMPANY AND ITS MANAGEMENT.
NEITHER SUCH INQUIRIES NOR ANY OTHER DUE DILIGENCE
INVESTIGATIONS CONDUCTED BY SUCH INVESTOR OR ITS ADVISORS, IF ANY, OR ITS
REPRESENTATIVES SHALL MODIFY, AMEND OR AFFECT THE INVESTOR'S RIGHT TO RELY ON
THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT.
THE
INVESTOR UNDERSTANDS THAT ITS INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
THE
INVESTOR IS IN A POSITION REGARDING THE COMPANY, WHICH, BASED UPON EMPLOYMENT,
FAMILY RELATIONSHIP OR ECONOMIC BARGAINING POWER, ENABLED AND ENABLES SUCH
INVESTOR TO OBTAIN INFORMATION FROM THE COMPANY IN ORDER TO EVALUATE THE MERITS
AND RISKS OF THIS INVESTMENT.
THE INVESTOR HAS SOUGHT SUCH ACCOUNTING, LEGAL
AND TAX ADVICE, AS IT HAS CONSIDERED NECESSARY TO MAKE AN INFORMED INVESTMENT
DECISION WITH RESPECT TO THIS TRANSACTION.
SECTION 3.7.
RECEIPT OF DOCUMENTS. THE
INVESTOR AND ITS COUNSEL HAVE RECEIVED AND READ IN THEIR ENTIRETY:
(I) THIS
AGREEMENT AND THE EXHIBITS ANNEXED HERETO; (II) ALL DUE DILIGENCE AND OTHER
INFORMATION NECESSARY TO VERIFY THE ACCURACY AND COMPLETENESS OF SUCH
REPRESENTATIONS, WARRANTIES AND COVENANTS; (III) THE COMPANY'S FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 2004 AND FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2005;
AND (IV) ANSWERS TO ALL QUESTIONS THE INVESTOR SUBMITTED TO THE COMPANY
REGARDING AN INVESTMENT IN THE COMPANY; AND THE INVESTOR HAS RELIED ON THE
INFORMATION CONTAINED THEREIN AND HAS NOT BEEN FURNISHED ANY OTHER DOCUMENTS,
LITERATURE, MEMORANDUM OR PROSPECTUS.
7
SECTION 3.8.
REGISTRATION RIGHTS AGREEMENT AND
ESCROW AGREEMENT.
THE PARTIES HAVE ENTERED INTO THE REGISTRATION RIGHTS
AGREEMENT AND THE ESCROW AGREEMENT, EACH DATED THE DATE HEREOF.
SECTION 3.9.
NO GENERAL SOLICITATION.
NEITHER
THE COMPANY, NOR ANY OF ITS AFFILIATES, NOR ANY PERSON ACTING ON ITS