ANY SEMINAR
OR, TO THE KNOWLEDGE OF SUCH PURCHASER, ANY OTHER GENERAL SOLICITATION OR
GENERAL ADVERTISEMENT.
THE COMPANY ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS CONTAINED IN THIS
SECTION 3.2 SHALL NOT MODIFY, AMEND OR AFFECT SUCH PURCHASER'S RIGHT TO RELY ON
THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT OR ANY
REPRESENTATIONS AND WARRANTIES CONTAINED IN ANY OTHER TRANSACTION DOCUMENT OR
ANY OTHER DOCUMENT OR INSTRUMENT EXECUTED AND/OR DELIVERED IN CONNECTION WITH
THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
NOTWITHSTANDING THE FOREGOING, FOR THE AVOIDANCE OF DOUBT, NOTHING CONTAINED
HEREIN SHALL CONSTITUTE A REPRESENTATION OR WARRANTY, OR PRECLUDE ANY ACTIONS,
WITH RESPECT TO LOCATING OR BORROWING SHARES IN ORDER TO EFFECT SHORT SALES OR
SIMILAR TRANSACTIONS IN THE FUTURE.
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ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
Removal of Legends.
(A)
THE WARRANTS AND WARRANT SHARES MAY ONLY BE DISPOSED OF IN
COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY
TRANSFER OF WARRANTS OR WARRANT SHARES OTHER THAN PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR RULE 144, TO THE COMPANY OR TO AN AFFILIATE OF A
PURCHASER OR IN CONNECTION WITH A PLEDGE AS CONTEMPLATED IN SECTION 4.1(B), THE
COMPANY MAY REQUIRE THE TRANSFEROR THEREOF TO PROVIDE TO THE COMPANY AN OPINION
OF COUNSEL SELECTED BY THE TRANSFEROR AND REASONABLY ACCEPTABLE TO THE COMPANY,
THE FORM AND SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO THE
COMPANY, TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH
TRANSFERRED WARRANT UNDER THE SECURITIES ACT.
(B)
THE PURCHASERS AGREE TO THE IMPRINTING, SO LONG AS IS REQUIRED BY
THIS SECTION 4.1, OF A LEGEND ON ANY OF THE WARRANTS OR WARRANT SHARES IN THE
FOLLOWING FORM:
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A
REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR
OTHER LOAN SECURED BY SUCH SECURITIES.
The Company acknowledges and agrees that a Purchaser may from time to time
pledge pursuant to a bona fide margin agreement with a registered broker-dealer
or grant a security interest in some or all of the Warrants or Warrant Shares to
a financial institution that is an "accredited investor" as defined in Rule
501(a) under the Securities Act and, if required under the terms of such
arrangement,