the U.S. federal securities
laws, and under such laws such shares may be resold without
14
registration under the Securities Act only in certain limited circumstances.
Each certificate evidencing the Aggregate Share Consideration shall bear the
following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH
SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF
LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED."
and, if applicable:
"THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER THIS SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE
LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER
HEREOF OR ANY AFFILIATE OF SUCH ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF THIS SECURITY), ONLY (A) TO SUCH ISSUER, (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT"), (C) PURSUANT TO OFFERS AND SALES TO NON-U.S.
PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULES 904 AND 905 UNDER THE
SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO SUCH ISSUER'S RIGHT
PRIOR TO ANY OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C)
OR (D) TO REQUIRE
THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATES, AND/OR OTHER INFORMATION
REASONABLY SATISFACTORY TO SUCH ISSUER.
HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT."
and any legends required by state securities laws.
(b) Each Seller Noteholder and Seller Stockholder shall agree pursuant to the
Investor Representation Statement that it, he or she shall not sell or otherwise
transfer, make any short sale of, grant any option for the purchase of, or enter
into any hedging or similar transaction with the same economic effect as a sale
(collectively, the "Restricted Transactions"), any of the Aggregate Share
Consideration until such Aggregate Share Consideration is eligible for sale
pursuant to the exemption from registration set forth in Rule 144 promulgated
under the Securities Act (the "Restricted Period"). Buyer may impose
stop-transfer instructions and may stamp each certificate representing the
Aggregate Share Consideration with the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
ON TRANSFERABILITY AND RESALE, AS SET FORTH IN THAT CERTAIN ASSET PURCHASE
AGREEMENT DATED AUGUST 3, 2011 BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF
THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
COMPANY. SUCH TRANSFER RESTRICTIONS MAY PREVENT TRANSFER OF THESE SHARES AND
MAY BE BINDING ON ALL TRANSFEREES OF THESE SHARES."
Section 2.9. Sale of Shares Pursuant to Exemption. The parties hereto
acknowledge and agree that