THE PURCHASER'S RIGHT
TO RELY ON THE TRUTH, ACCURACY AND COMPLETENESS OF THE SEC DOCUMENTS AND THE
COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED IN THE AGREEMENT.
3.3
ACKNOWLEDGEMENT OF RISK.
(A)
THE PURCHASER ACKNOWLEDGES AND UNDERSTANDS THAT ITS INVESTMENT IN
THE SECURITIES INVOLVES A SIGNIFICANT DEGREE OF RISK, INCLUDING, WITHOUT
LIMITATION, (I) AN INVESTMENT IN THE COMPANY IS SPECULATIVE AND THE PURCHASER
SHOULD CONSIDER INVESTING IN THE COMPANY AND THE SECURITIES ONLY IF THE
PURCHASER CAN AFFORD THE LOSS OF ITS ENTIRE INVESTMENT; (II) THE PURCHASER MAY
NOT BE ABLE TO LIQUIDATE ITS INVESTMENT; (III) TRANSFERABILITY OF THE SECURITIES
IS EXTREMELY LIMITED; (IV) IN THE EVENT OF A DISPOSITION OF THE SECURITIES, THE
PURCHASER COULD SUSTAIN THE LOSS OF ITS ENTIRE INVESTMENT; AND (V) THE COMPANY
HAS NOT PAID ANY DIVIDENDS ON ITS COMMON STOCK SINCE INCEPTION AND DOES NOT
ANTICIPATE THE PAYMENT OF DIVIDENDS IN THE FORESEEABLE FUTURE.
THE PURCHASER
ACKNOWLEDGES THAT RISK FACTORS RELATED TO THE COMPANY AND AN INVESTMENT IN THE
COMPANY ARE MORE FULLY SET FORTH IN THE SEC DOCUMENTS AND THAT THE PURCHASER HAS
REVIEWED SUCH RISK FACTORS.
5
(B)
THE PURCHASER IS ABLE TO BEAR THE ECONOMIC RISK OF HOLDING THE
SECURITIES FOR AN INDEFINITE PERIOD, AND HAS KNOWLEDGE AND EXPERIENCE IN
FINANCIAL AND BUSINESS MATTERS SUCH THAT IT IS CAPABLE OF EVALUATING THE MERITS
AND RISKS OF THE INVESTMENT IN THE SECURITIES AND HAS SOUGHT SUCH ACCOUNTING,
LEGAL AND TAX ADVICE AS IT HAS CONSIDERED NECESSARY TO MAKE AN INFORMED
INVESTMENT DECISION WITH RESPECT TO ITS ACQUISITION OF THE SECURITIES.
3.4
GOVERNMENTAL REVIEW.
THE PURCHASER 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 THE
FAIRNESS OR SUITABILITY OF THE INVESTMENT IN THE SECURITIES NOR HAVE SUCH
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE
SECURITIES.
3.5
TRANSFER OR RESALE.
THE PURCHASER UNDERSTANDS THAT:
(A)
EXCEPT FOR REGISTRATION PURSUANT TO THE REGISTRATION RIGHTS
AGREEMENT REFERRED TO IN SECTION 5.5 HEREOF, THE SECURITIES HAVE NOT BEEN AND
ARE NOT BEING REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAWS AND, CONSEQUENTLY, THE PURCHASER 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 PURCHASER 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 OR (II) THE SECURITIES ARE SOLD OR TRANSFERRED PURSUANT TO
RULE 144;
(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)