DWT 19719268v2 0089588-000001
3.3 Ability to Bear Risk.
Investor recognizes that the purchase of the Shareswill be a highly speculative investment and confirms that Investor is able, without materiallyimpairing Investor
s financial condition, to hold the Shares for an indefinite period of time and tosuffer a complete loss of Investor
3.4 Purchase for Own Account.
This Agreement is made with Investor inreliance upon Investor
s representation to Company, which, by Investor
s execution of thisAgreement, Investor hereby confirms that the Shares are being acquired for investment forInvestor
s own account and that Investor does not have any present intention of selling, grantingany participation in, or otherwise distributing the Shares to any third party. Investor representsand acknowledges that in taking any action or performing any role relative to the arranging of theproposed investment, Investor has acted in its sole interest.
3.5 Disclosure of Information.
Investor is a sophisticated investor with suchknowledge and experience in financial and business matters as to be capable of evaluating themerits and risks of the investment in the Shares. Investor further represents that Investor has hadan opportunity to ask such questions of Company
s officers, employees and representatives asInvestor has deemed necessary or desirable. Investor further represents and acknowledges thatInvestor has been solely responsible for Investor
s own (i) due diligence investigation of Company, its management and its business, (ii) analysis of the merits and risks of thisinvestment, and (iii) analysis of the terms of the investment. Investor acknowledges that anyprojections or predictions disclosed to Investor by Company, its management or the agents oremployees of Company, including any financial projections, are based on estimates, assumptionsand forecasts that may likely prove to be incorrect; no assurance has been given that actualresults will correspond in any meaningful way with the results contemplated by the variousprojections. Investor further represents and acknowledges that Investor is not relying on anyprojections or predictions.
3.6 Professional Advice.
Investor has obtained, to the extent Investor deemsnecessary, Investor
s own professional advice with respect to the risks inherent in the investmentin the Shares and the suitability of the investment in the Shares in light of Investor
s financialcondition and investment needs.
3.7 Restricted Securities.
Investor understands that the Shares have notbeen, and will not be, registered under the Securities Act, by reason of a specific exemption fromthe registration provisions of the Securities Act which depends upon, among other things, thebona fide nature of the investment intent and the accuracy of Investor
s representations asexpressed herein. Investor understands that the Shares are characterized as
under applicable U.S. federal and state securities laws and that, pursuant to theselaws, Investor must hold the Shares indefinitely unless subsequently registered with theSecurities and Exchange Commission and qualified by state authorities, or an exemption fromsuch registration and qualification requirements is available. Investor acknowledges thatCompany has no obligation to register or qualify the Shares for resale. Investor furtheracknowledges that if an exemption from registration or qualification is available, it may beconditioned on various requirements including, but not limited to, the time and manner of sale,the holding period for the Shares, and on requirements relating to Company which are outside of Investor
s control, and which Company is under no obligation and may not be able to satisfy.