OF THE COMPANY, OR ANY SECURITIES CONVERTIBLE INTO OR EXERCISABLE FOR
ANY SUCH VOTING SECURITIES.
4.3
DISCLOSURE OF INFORMATION.
THE INVESTOR ACKNOWLEDGES THAT THE
COMPANY HAS MADE AVAILABLE TO THE INVESTOR COPIES OF THE COMPANY SEC DOCUMENTS
FILED PRIOR TO THE DATE OF THIS AGREEMENT AND THAT THE INVESTOR HAS HAD AN
OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE COMPANY REGARDING
THE TERMS AND CONDITIONS OF THE OFFERING OF THE SHARES.
THE FOREGOING, HOWEVER,
DOES NOT LIMIT OR MODIFY THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY IN
SECTION 3 OF THIS AGREEMENT.
4.4
INVESTMENT EXPERIENCE AND ACCREDITED INVESTOR STATUS.
THE INVESTOR
EITHER (I) IS AN ACCREDITED INVESTOR
(AS DEFINED IN REGULATION D PROMULGATED
UNDER THE SECURITIES ACT) OR (II) IS NOT A UNITED STATES PERSON AS THAT TERM IS
DEFINED IN REGULATION S OF THE SECURITIES ACT AND IS NOT ACQUIRING THE SHARES
FOR THE ACCOUNT OR BENEFIT OF ANY UNITED STATES PERSON.
THE INVESTOR IS AN
INVESTOR IN SECURITIES OF COMPANIES IN DEVELOPMENT STAGE AND ACKNOWLEDGES THAT
IT IS ABLE TO FEND FOR ITSELF, AND BEAR THE ECONOMIC RISK OF ITS INVESTMENT AND
HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL OR BUSINESS MATTERS THAT IT IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE INVESTMENT IN THE SHARES
HEREUNDER.
4.5
RESTRICTED SECURITIES.
THE INVESTOR UNDERSTANDS THAT THE SHARES,
WHEN ISSUED, WILL BE RESTRICTED SECURITIES UNDER THE FEDERAL SECURITIES LAWS
INASMUCH AS THEY ARE BEING ACQUIRED FROM THE COMPANY IN A TRANSACTION NOT
INVOLVING A PUBLIC OFFERING AND THAT UNDER SUCH LAWS AND APPLICABLE REGULATIONS
SUCH SECURITIES MAY BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT ONLY
IN CERTAIN LIMITED CIRCUMSTANCES.
IN THIS CONNECTION, THE INVESTOR REPRESENTS
THAT IT IS FAMILIAR WITH RULE 144, AS PRESENTLY IN EFFECT, AND UNDERSTANDS THE
RESALE LIMITATIONS IMPOSED THEREBY AND BY THE SECURITIES ACT.
4.6
LEGENDS.
THE INVESTOR UNDERSTANDS AND AGREES THAT EACH CERTIFICATE
OR OTHER DOCUMENT EVIDENCING ANY OF THE SHARES SHALL BE ENDORSED WITH THE LEGEND
IN SUBSTANTIALLY THE FORM SET FORTH BELOW, AS WELL AS ANY OTHER LEGENDS REQUIRED
BY APPLICABLE LAW.
THE INVESTOR COVENANTS THAT THE INVESTOR SHALL NOT TRANSFER
THE SHARES REPRESENTED BY ANY SUCH CERTIFICATE WITHOUT COMPLYING WITH THE
RESTRICTIONS ON TRANSFER DESCRIBED IN THE LEGENDS ENDORSED ON SUCH
CERTIFICATES.
IT IS UNDERSTOOD THAT THE CERTIFICATES EVIDENCING THE SHARES WILL
BEAR THE FOLLOWING LEGEND UNTIL SUCH LEGEND IS REMOVED IN ACCORDANCE WITH
SECTION 8.2:
"These securities have not been registered under the Securities Act of 1933, as
amended.
They may not be sold, offered for sale, pledged, hypothecated or
otherwise transferred in the absence of a registration statement in effect with
respect to the securities under
13
such Act or pursuant to an applicable exemption from the registration
requirements of such Act."
4.7
ACQUIRING PERSON.
INVESTOR, INCLUDING ITS AFFILIATES, AFTER GIVING
EFFECT TO THE TRANSACTIONS CONTEMPLATED HEREBY, WILL NOT, EITHER INDIVIDUALLY OR
WITH A GROUP (AS DEFINED IN SECTION 13(D)(3) OF THE EXCHANGE ACT), BE THE
BENEFICIAL OWNER OF 16.5% OR MORE OF