(III) THE OPPORTUNITY TO OBTAIN SUCH
ADDITIONAL INFORMATION THAT THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT
UNREASONABLE EFFORT OR EXPENSE THAT IS NECESSARY TO MAKE AN INFORMED INVESTMENT
DECISION WITH RESPECT TO THE INVESTMENT.
NEITHER SUCH INQUIRIES NOR ANY OTHER
INVESTIGATION CONDUCTED BY OR ON BEHALF OF SUCH PURCHASER OR ITS REPRESENTATIVES
OR COUNSEL SHALL MODIFY, AMEND OR AFFECT SUCH PURCHASER'S RIGHT TO RELY ON THE
TRUTH, ACCURACY AND COMPLETENESS OF THE DISCLOSURE MATERIALS AND THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE TRANSACTION DOCUMENTS.
(F)
GENERAL SOLICITATION.
SUCH PURCHASER IS
NOT PURCHASING THE SECURITIES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE
OR OTHER COMMUNICATION REGARDING THE SECURITIES PUBLISHED IN ANY NEWSPAPER,
MAGAZINE OR SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT
ANY SEMINAR OR ANY OTHER GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
(G)
RELIANCE.
SUCH PURCHASER UNDERSTANDS AND
ACKNOWLEDGES THAT: (I) THE SECURITIES ARE BEING OFFERED AND SOLD TO IT WITHOUT
REGISTRATION UNDER THE SECURITIES ACT IN A PRIVATE PLACEMENT THAT IS EXEMPT FROM
THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND (II) THE AVAILABILITY OF
SUCH EXEMPTION DEPENDS IN PART ON, AND THE COMPANY WILL RELY UPON THE ACCURACY
AND TRUTHFULNESS OF, THE FOREGOING REPRESENTATIONS AND SUCH PURCHASER HEREBY
CONSENTS TO SUCH RELIANCE.
THE COMPANY ACKNOWLEDGES AND AGREES THAT NO PURCHASER MAKES OR HAS 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
4.1.
TRANSFER RESTRICTIONS.
(A)
THE SECURITIES MAY ONLY BE DISPOSED OF BY A
PURCHASER IN COMPLIANCE WITH STATE AND FEDERAL SECURITIES LAWS.
IN CONNECTION
WITH ANY TRANSFER OF SECURITIES OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT, TO THE COMPANY, TO AN AFFILIATE OF A PURCHASER OR TO A PERSON MANAGED
OR ADVISED BY THE SAME PERSON AS MANAGER OR ADVISER TO SUCH
12
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, 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 RESTATE
THE REPRESENTATIONS AND WARRANTIES OF SUCH PURCHASER UNDER SECTION 3.2 AND 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)
THE PURCHASERS AGREE TO THE IMPRINTING, SO
LONG AS IS REQUIRED BY THIS SECTION 4.1(B), OF THE FOLLOWING LEGEND ON ANY
CERTIFICATE EVIDENCING SECURITIES:
[NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
[EXERCISABLE] HAVE 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