PAGE HERETO; IF SUCH
PURCHASER IS A PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY OR OTHER
ENTITY, THEN THE OFFICE OR OFFICES OF SUCH PURCHASER IN WHICH ITS
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INVESTMENT DECISION WAS MADE IS LOCATED AT THE ADDRESS OR ADDRESSES OF SUCH
PURCHASER SET FORTH ON THE SIGNATURE PAGE HERETO.
(G)
RULE 144.
SUBJECT TO SECTION 4.1(A), SUCH
PURCHASER ACKNOWLEDGES AND AGREES THAT THE SECURITIES ARE "RESTRICTED
SECURITIES" AS DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES ACT AS IN
EFFECT FROM TIME TO TIME AND MUST BE HELD INDEFINITELY UNLESS THEY ARE
SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.
SUCH PURCHASER HAS BEEN ADVISED OR IS AWARE OF THE
PROVISIONS OF RULE 144, WHICH PERMITS LIMITED RESALE OF SHARES PURCHASED IN A
PRIVATE PLACEMENT SUBJECT TO THE SATISFACTION OF CERTAIN CONDITIONS, INCLUDING,
AMONG OTHER THINGS: THE AVAILABILITY OF CERTAIN CURRENT PUBLIC INFORMATION ABOUT
THE COMPANY, THE RESALE OCCURRING FOLLOWING THE REQUIRED HOLDING PERIOD UNDER
RULE 144 AND THE NUMBER OF SHARES BEING SOLD DURING ANY THREE-MONTH PERIOD NOT
EXCEEDING SPECIFIED LIMITATIONS.
The Company acknowledges and agrees that each Purchaser does not make or has not
made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.
ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
IV.1
TRANSFER RESTRICTIONS.
(A)
THE SECURITIES MAY ONLY BE DISPOSED OF IN
COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY
TRANSFER OF SECURITIES OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR RULE 144, TO THE COMPANY OR TO AN AFFILIATE OF A PURCHASER, 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 SECURITIES UNDER THE SECURITIES ACT.
AS A CONDITION OF TRANSFER,
ANY SUCH TRANSFEREE SHALL AGREE IN WRITING TO BE BOUND BY THE TERMS OF THIS
AGREEMENT AND SHALL HAVE THE RIGHTS OF A PURCHASER UNDER THIS AGREEMENT AND THE
REGISTRATION RIGHTS AGREEMENT.
(B)
EACH PURCHASER AGREES TO THE IMPRINTING, SO
LONG AS IS REQUIRED BY THIS SECTION 4.1(B), OF THE FOLLOWING LEGEND ON ANY
CERTIFICATE EVIDENCING SECURITIES:
THESE SECURITIES HAVE NOT 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
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EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT