PURCHASER AND
CONSTITUTES A VALID AND BINDING AGREEMENT OF THE PURCHASER, ENFORCEABLE AGAINST
THE PURCHASER IN ACCORDANCE WITH ITS TERMS, EXCEPT THAT SUCH ENFORCEABILITY
(I) MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, MORATORIUM OR OTHER SIMILAR LAWS
AFFECTING OR RELATING TO ENFORCEMENT OF CREDITORS' RIGHTS GENERALLY AND (II) IS
SUBJECT TO GENERAL PRINCIPLES OF EQUITY.
(B)
THE PURCHASER REPRESENTS AND WARRANTS THAT THE PURCHASER: (I)
IS
FAMILIAR WITH THE CORPORATION AND ITS BUSINESS PROSPECTS AND (II) HAS HAD AN
OPPORTUNITY TO SELECT AND CONSULT WITH SUCH ATTORNEYS, BUSINESS CONSULTANTS AND
ANY OTHER PERSON(S) THE PURCHASER HAS WISHED TO CONFER WITH.
THE PURCHASER
ACKNOWLEDGES THAT THE CORPORATION HAS MADE AVAILABLE TO THE PURCHASER PRIOR TO
THE SIGNING OF THIS AGREEMENT AND SALE OF ANY CLASS B STOCK, THE OPPORTUNITY TO
ASK QUESTIONS OF ANY PERSON AUTHORIZED TO ACT ON BEHALF OF THE CORPORATION
CONCERNING ANY ASPECT OF THE INVESTMENT AND TO OBTAIN ANY ADDITIONAL
INFORMATION, TO THE EXTENT THE CORPORATION POSSESSES SUCH INFORMATION OR CAN
ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE
ACCURACY OF THE INFORMATION.
(C)
PURCHASER KNOWS AND UNDERSTANDS THAT AN INVESTMENT IN THE CLASS B
STOCK OF THE CORPORATION IS A SPECULATIVE INVESTMENT THAT INVOLVES A HIGH RISK
OF LOSS AND THAT ON AND AFTER THE DATE HEREOF, THERE WILL BE NO PUBLIC MARKET
FOR THE CLASS B STOCK AND THE CORPORATION DOES NOT CONTEMPLATE THAT A PUBLIC
MARKET WILL DEVELOP.
(D)
THE PURCHASER IS AN INSTITUTIONAL "ACCREDITED INVESTOR," AS SUCH
TERM IS DEFINED IN RULE 501(A) OF REGULATION D UNDER THE SECURITIES ACT.
THE
PURCHASER HAS SUBSTANTIAL KNOWLEDGE AND EXPERIENCE IN FINANCIAL, INVESTMENT AND
BUSINESS MATTERS, AND HAS THE REQUISITE KNOWLEDGE AND EXPERIENCE TO EVALUATE THE
RISKS AND MERITS OF THIS INVESTMENT.
THE DECISION OF THE PURCHASER TO PURCHASE
THE CLASS B STOCK HEREUNDER HAS BEEN MADE BY THE PURCHASER INDEPENDENT OF ANY
STATEMENTS, DISCLOSURES OR JUDGMENTS AS TO THE PROPERTIES, BUSINESS, PROSPECTS
3
OR CONDITION (FINANCIAL OR OTHERWISE) OF THE CORPORATION THAT MAY HAVE BEEN MADE
OR GIVEN TO THE PURCHASER.
THE PURCHASER CAN AND WILL BEAR THE ECONOMIC RISKS
OF THE PURCHASER'S INVESTMENT IN THE CORPORATION AND IS ABLE TO HOLD THE
CORPORATION'S CLASS B STOCK INDEFINITELY WITHOUT REGISTRATION AND IS ABLE TO
SUSTAIN A COMPLETE LOSS IF THE CLASS B STOCK BECOMES WORTHLESS.
(E)
THE SHARES OF CLASS B STOCK BEING PURCHASED HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT, (II) SUCH SHARES ARE BEING SOLD PURSUANT AN
EXEMPTION UNDER SECTION 4(2) OF THE SECURITIES ACT, AND (III) THE CORPORATION'S
RELIANCE ON SUCH EXEMPTION IS PREDICATED IN PART ON THE PURCHASER'S
REPRESENTATIONS MADE PURSUANT TO THIS AGREEMENT.
THE PURCHASER HAS NO CONTRACT,
UNDERTAKING, AGREEMENT OR ARRANGEMENT WITH ANY OTHER PERSON OR ENTITY TO SELL,
TRANSFER OR PLEDGE ANY CLASS B STOCK THAT THE PURCHASER IS PURCHASING HEREUNDER,
AND THE PURCHASER HAS NO PRESENT PLANS OR INTENTIONS TO ENTER INTO ANY SUCH
CONTRACT, UNDERTAKING, AGREEMENT OR ARRANGEMENT.
THE PURCHASER ACKNOWLEDGES
THAT NO SUCH SHARES OF CLASS B STOCK HAVE BEEN