THE HOLDER WILL USE ONLY THE LATEST VERSION OF SUCH
PROSPECTUS PROVIDED BY COMPANY.
2.9
COMPLIANCE.
WITH RESPECT TO ANY REGISTRATION UNDER THIS
AGREEMENT, EACH HOLDER SHALL COMPLY IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE
SECURITIES AND OTHER LAWS, RULES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO
ALL RULES AND REGULATIONS OF THE SEC, THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS AND ANY SECURITIES EXCHANGE OR QUOTATION SERVICE ON WHICH THE COMPANY'S
SECURITIES ARE LISTED OR QUOTED.
ARTICLE 3
TRANSFERS OF CERTAIN RIGHTS
3.1
TRANSFER.
THE RIGHTS GRANTED TO THE PURCHASER UNDER THIS
AGREEMENT MAY BE TRANSFERRED, SUBJECT TO THE PROVISIONS OF SECTIONS 3.2 AND 3.3;
PROVIDED THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED
11
TO PERMIT AN ASSIGNMENT, TRANSFER OR DISPOSITION OF THE REGISTRABLE SECURITIES
IN VIOLATION OF THE TERMS AND CONDITIONS OF THE STOCK PURCHASE AGREEMENT OR
APPLICABLE LAW.
3.2
TRANSFEREES.
ANY TRANSFEREE TO WHOM RIGHTS UNDER THIS AGREEMENT
ARE TRANSFERRED SHALL, BEFORE AND AS A CONDITION TO SUCH TRANSFER, DELIVER TO
THE COMPANY A WRITTEN INSTRUMENT (I) STATING THE NAME AND ADDRESS OF THE
TRANSFEROR AND THE TRANSFEREE AND THE NUMBER OF REGISTRABLE SECURITIES WITH
RESPECT TO WHICH THE RIGHTS ARE INTENDED TO BE TRANSFERRED, AND (II) BY WHICH
SUCH TRANSFEREE AGREES TO BE BOUND BY THE OBLIGATIONS IMPOSED UPON THE PURCHASER
UNDER THIS AGREEMENT TO THE SAME EXTENT AS IF SUCH TRANSFEREE WERE A PURCHASER
HEREUNDER.
3.3
SUBSEQUENT TRANSFEREES.
A TRANSFEREE TO WHOM RIGHTS ARE
TRANSFERRED PURSUANT TO THIS SECTION 3 MAY NOT AGAIN TRANSFER SUCH RIGHTS TO ANY
OTHER PERSON, OTHER THAN AS PROVIDED IN SECTIONS 3.1 OR 3.2 ABOVE.
ARTICLE 4
REPRESENTATIONS OF PURCHASER
4.1
CERTAIN REPRESENTATIONS OF THE PURCHASER.
IN CONNECTION WITH, AND
IN CONSIDERATION OF, THE SALE OF THE COMMON STOCK TO THE PURCHASER, THE
PURCHASER HEREBY REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
(a)
Such Purchaser acknowledges that it (i) is acquiring the Common
Stock for its own account without a view to distribution within the meaning of
the Securities Act; (ii) has had an opportunity to review the Company's filings
with the SEC and all other information that it has deemed necessary to make an
informed investment decision with respect to an investment in the Company in
general and the Common Stock in particular; (iii) is financially able to bear
the economic risks of an investment in the Company; and (iv) has such knowledge
and experience in financial and business matters so as to be capable, by reason
of such knowledge and experience, of evaluating the merits and risks of, and
making an informed business decision with regard to, the acquisition of the
Common Stock.
(b)
Such Purchaser realizes that there are significant restrictions on
the transferability of the Common Stock, that the Common Stock have not been
registered for sale under the Securities Act or applicable state securities laws
(the "State Laws"), and may be sold only pursuant to registration under the Act
and State Laws, or an exemption therefrom.
(c)
Such Purchaser is an "accredited investor" within