OR OTHER PERSON WHICH HAS BEEN RETAINED BY OR IS AUTHORIZED TO
ACT ON BEHALF OF SUCH PURCHASER WHO MIGHT BE ENTITLED TO ANY FEE OR COMMISSION
FOR WHICH THE COMPANY WILL BE LIABLE IN CONNECTION WITH THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY.
3
3.4.
ACQUISITION FOR OWN ACCOUNT.
SUCH PURCHASER UNDERSTANDS THAT THE
SHARES ARE "RESTRICTED SECURITIES" AND THEIR OFFERING, ISSUANCE AND SALE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE OR OTHER
SECURITIES LAW.
SUCH PURCHASER IS ACQUIRING THE SHARES AS PRINCIPAL FOR SUCH
PURCHASER'S OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING
SUCH SHARES OR ANY PART THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY
APPLICABLE STATE OR OTHER SECURITIES LAW, HAS NO PRESENT INTENTION OF
DISTRIBUTING ANY OF SUCH SHARES IN VIOLATION OF THE SECURITIES ACT OR ANY
APPLICABLE STATE OR OTHER SECURITIES LAW, AND HAS NO DIRECT OR INDIRECT
ARRANGEMENT OR UNDERSTANDINGS WITH ANY OTHER PERSON OR PERSONS TO DISTRIBUTE OR
REGARDING THE DISTRIBUTION OF SUCH SHARES IN VIOLATION OF THE SECURITIES ACT OR
ANY APPLICABLE STATE OR OTHER SECURITIES LAW.
SUCH PURCHASER ACKNOWLEDGES THAT,
EXCEPT AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT, THE FORM OF WHICH IS
ATTACHED HERETO AS EXHIBIT B (THE "REGISTRATION RIGHTS AGREEMENT"), THE COMPANY
HAS NO OBLIGATION TO REGISTER OR QUALIFY THE SHARES FOR RESALE.
SUCH PURCHASER,
IF OTHER THAN A NATURAL PERSON, IS ACQUIRING THE SHARES HEREUNDER IN THE
ORDINARY COURSE OF ITS BUSINESS OR INVESTMENT ACTIVITY.
3.5.
ABILITY TO PROTECT OWN INTERESTS AND BEAR ECONOMIC RISKS.
SUCH
PURCHASER, BY REASON OF THE BUSINESS AND FINANCIAL EXPERIENCE OF ITS OWN
MANAGEMENT IF SUCH PURCHASER IS OTHER THAN A NATURAL PERSON OR BY REASON OF HIS
OR HER OWN BUSINESS AND FINANCIAL EXPERIENCE IF SUCH PURCHASER IS A NATURAL
PERSON, HAS THE CAPACITY TO PROTECT SUCH PURCHASER'S OWN INTERESTS IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE OTHER TRANSACTION
DOCUMENTS.
SUCH PURCHASER IS ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN
THE SHARES AND IS ABLE TO SUSTAIN A LOSS OF ALL OF SUCH PURCHASER'S INVESTMENT
IN THE SHARES WITHOUT ECONOMIC HARDSHIP IF SUCH A LOSS SHOULD OCCUR.
3.6.
ACCREDITED INVESTOR.
SUCH PURCHASER IS AN "ACCREDITED INVESTOR"
AS THAT TERM IS DEFINED IN REGULATION D PROMULGATED UNDER THE SECURITIES ACT.
3.7.
ACCESS TO INFORMATION.
SUCH PURCHASER HAS BEEN GIVEN ACCESS TO
SUCH COMPANY DOCUMENTS, RECORDS, AND OTHER INFORMATION, AND HAS HAD SUCH
OPPORTUNITY TO ASK SUCH QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY'S
OFFICERS, EMPLOYEES, AGENTS, ACCOUNTANTS, AND REPRESENTATIVES CONCERNING THE
COMPANY'S BUSINESS, OPERATIONS, FINANCIAL CONDITION, ASSETS, LIABILITIES, AND
ALL OTHER MATTERS RELEVANT TO ITS INVESTMENT IN THE SHARES AS SUCH PURCHASER HAS
DETERMINED SUFFICIENT FOR SUCH PURCHASER TO MAKE AN INFORMED DECISION TO
PURCHASE THE SHARES.
THE REPRESENTATIONS AND WARRANTIES OF PURCHASERS CONTAINED
IN THIS SECTION 3.7 SHALL NOT AFFECT THE PURCHASERS' RELIANCE ON THE
REPRESENTATIONS AND WARRANTIES MADE BY THE COMPANY