LIABILITIES OF ANY OTHER
INSURED DEPOSITORY INSTITUTION OR TO RESULT IN ANY RESTRICTIONS OR LIMITATIONS
ON THE ACTIVITY OF THE COMPANY OR ANY COMPANY SUBSIDIARY.
(C)
IN CONNECTION WITH ANY PROPOSED ACTIVITY, ACQUISITION OR OTHER
EVENT OR TRANSACTION ON THE PART OF PURCHASER, THE COMPANY OR ANY COMPANY
SUBSIDIARY THAT REQUIRES ANY CONSENT OR APPROVAL FROM, OR FILING OR NOTICE TO,
ANY REGULATORY AUTHORITY (A "REGULATORY ACTION"), EACH PARTY HERETO AGREES TO,
AND TO CAUSE ITS AFFILIATES TO, UPON THE OTHER PARTY'S WRITTEN REQUEST, TAKE
SUCH ACTIONS OR REFRAIN FROM TAKING SUCH ACTIONS, PROVIDE SUCH INFORMATION AND
OTHERWISE REASONABLY COOPERATE WITH THE OTHER PARTY IN EACH CASE AS THE
REQUESTING PARTY OR THE APPLICABLE REGULATORY AUTHORITY SHALL REASONABLY REQUEST
IN CONNECTION WITH SUCH REGULATORY ACTION, IN EACH CASE, TO THE EXTENT NECESSARY
TO OBTAIN ANY REQUIRED CONSENT OR APPROVAL OR MAKE ANY REQUIRED FILING OR
NOTICE.
NOTWITHSTANDING THE FOREGOING, NEITHER PARTY SHALL BE REQUIRED TO TAKE
SUCH ACTIONS OR REFRAIN FROM TAKING SUCH ACTIONS, PROVIDE SUCH INFORMATION AND
OTHERWISE REASONABLY COOPERATE TO THE EXTENT DOING SO WOULD REASONABLY BE LIKELY
TO RESULT IN THE IMPOSITION OF ANY CONDITIONS, RESTRICTIONS OR REQUIREMENTS THAT
WOULD BE MATERIALLY AND UNREASONABLY BURDENSOME ON SUCH PARTY.
7.5
LEGEND.
PURCHASER AGREES THAT ALL CERTIFICATES OR OTHER
INSTRUMENTS REPRESENTING SHARES WILL BEAR A LEGEND SUBSTANTIALLY TO THE
FOLLOWING EFFECT:
"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND
MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A
REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT OR SUCH LAWS.
THIS INSTRUMENT IS ISSUED PURSUANT TO AND SUBJECT
TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS OF A STOCK PURCHASE
AGREEMENT, DATED AUGUST 29, 2008, BETWEEN THE ISSUER OF THESE SECURITIES AND
PURCHASER REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER.
THE
SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID AGREEMENT.
ANY SALE OR OTHER
TRANSFER NOT IN COMPLIANCE WITH SAID AGREEMENT WILL BE VOID."
In the event that any Shares (i) are no longer subject to the transfer
restrictions set forth in this Agreement, (ii) are Transferred in a transaction
registered under the Act, (iii) are Transferred in a transaction exempt from the
registration requirements of the Act, and upon delivery to the Company of such
documents as it may reasonably request with respect to
24
such exemption, or (iv) upon Purchaser's request and receipt by the Company and
its transfer agent of an opinion of Purchaser's counsel, reasonably satisfactory
to the Company and its transfer agent, to the effect that a "private placement"
legend is no longer required under the Act and applicable state laws, the
Company shall issue new certificates representing such Shares, which shall not
contain such portion of the above legend that is