COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF THE INVESTOR SET
FORTH HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF THE INVESTOR TO ACQUIRE THE SECURITIES.
2.4
INFORMATION.
THE INVESTOR HAS RECEIVED AND
READ THE SEC DOCUMENTS.
THE INVESTOR AND ITS ADVISORS, IF ANY, HAVE BEEN
FURNISHED WITH ALL MATERIALS RELATING TO THE BUSINESS, FINANCES AND
2
OPERATIONS OF THE COMPANY, AND MATERIALS RELATING TO THE OFFER AND SALE OF THE
SECURITIES, THAT HAVE BEEN REQUESTED BY THE INVESTOR OR ITS ADVISORS, IF ANY.
THE INVESTOR AND ITS ADVISORS, IF ANY, HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK
QUESTIONS OF THE COMPANY.
NEITHER SUCH INQUIRIES NOR ANY OTHER DUE DILIGENCE
INVESTIGATION CONDUCTED BY INVESTOR OR ANY OF ITS ADVISORS OR REPRESENTATIVES
MODIFY, AMEND OR AFFECT THE INVESTOR'S RIGHT TO RELY ON THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE III BELOW.
THE INVESTOR
ACKNOWLEDGES AND UNDERSTANDS THAT ITS INVESTMENT IN THE SECURITIES INVOLVES A
SIGNIFICANT DEGREE OF RISK, INCLUDING THE RISKS REFLECTED IN THE SEC DOCUMENTS.
2.5
GOVERNMENTAL REVIEW.
THE INVESTOR
UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE AGENCY OR ANY OTHER
GOVERNMENT OR GOVERNMENTAL AGENCY HAS PASSED UPON OR MADE ANY RECOMMENDATION OR
ENDORSEMENT OF THE SECURITIES OR AN INVESTMENT THEREIN.
2.6
TRANSFER OR RESALE.
THE INVESTOR
UNDERSTANDS THAT:
(A)
EXCEPT AS PROVIDED IN THE REGISTRATION
RIGHTS AGREEMENT, THE SECURITIES HAVE NOT BEEN AND ARE NOT BEING REGISTERED
UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND,
CONSEQUENTLY, THE INVESTORS WILL NOT BE AFFORDED THE PROTECTION OF SECTION 11 OF
THE SECURITIES ACT, AND THE INVESTOR MAY HAVE TO BEAR THE RISK OF OWNING THE
SECURITIES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIES MAY NOT BE
TRANSFERRED UNLESS (I) THE RESALE OF THE SECURITIES IS REGISTERED PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (II) THE INVESTOR HAS
DELIVERED TO THE COMPANY AN OPINION OF COUNSEL (IN FORM, SUBSTANCE AND SCOPE
CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS) TO THE EFFECT THAT
THE SECURITIES TO BE SOLD OR TRANSFERRED MAY BE SOLD OR TRANSFERRED PURSUANT TO
AN EXEMPTION FROM SUCH REGISTRATION; (III) THE SECURITIES ARE SOLD OR
TRANSFERRED PURSUANT TO RULE 144; OR (IV) THE SECURITIES ARE SOLD OR TRANSFERRED
TO AN AFFILIATE (AS DEFINED IN RULE 144) OF THE INVESTOR;
(B)
ANY SALE OF THE SECURITIES MADE IN RELIANCE
ON RULE 144 MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF RULE 144 AND, IF
RULE 144 IS NOT APPLICABLE, ANY RESALE OF THE SECURITIES UNDER CIRCUMSTANCES IN
WHICH THE SELLER (OR THE PERSON THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED TO
BE AN UNDERWRITER (AS THAT TERM IS DEFINED IN THE SECURITIES ACT) MAY REQUIRE
COMPLIANCE WITH SOME OTHER EXEMPTION UNDER THE SECURITIES ACT OR THE RULES AND
REGULATIONS OF THE SEC THEREUNDER; AND
(C)
EXCEPT AS SET FORTH IN THE REGISTRATION
RIGHTS AGREEMENT, NEITHER THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY
OBLIGATION TO REGISTER