UNDERSTANDS THAT
THE SECURITIES ARE BEING OFFERED AND SOLD IN RELIANCE ON A TRANSACTIONAL
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES
LAWS AND THE COMPANY IS RELYING UPON THE TRUTH AND ACCURACY OF THE
REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF
SUCH PURCHASER SET FORTH HEREIN IN ORDER TO DETERMINE THE APPLICABILITY OF SUCH
EXEMPTIONS AND THE SUITABILITY OF SUCH PURCHASER TO ACQUIRE THE SECURITIES. SUCH
PURCHASER UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE AGENCY OR ANY
GOVERNMENT OR GOVERNMENTAL AGENCY HAS PASSED UPON OR MADE ANY RECOMMENDATION OR
ENDORSEMENT OF THE SECURITIES.
(F)
OPPORTUNITIES FOR ADDITIONAL INFORMATION.
SUCH PURCHASER ACKNOWLEDGES THAT SUCH PURCHASER HAS HAD THE OPPORTUNITY TO ASK
QUESTIONS OF AND RECEIVE ANSWERS FROM, OR OBTAIN ADDITIONAL INFORMATION FROM,
THE EXECUTIVE OFFICERS OF THE COMPANY CONCERNING THE FINANCIAL AND OTHER AFFAIRS
OF THE COMPANY, AND TO THE EXTENT DEEMED NECESSARY IN LIGHT OF SUCH PURCHASER'S
PERSONAL KNOWLEDGE OF THE COMPANY'S AFFAIRS, SUCH PURCHASER HAS ASKED SUCH
QUESTIONS AND RECEIVED ANSWERS TO THE FULL SATISFACTION OF SUCH PURCHASER, AND
SUCH PURCHASER DESIRES TO INVEST IN THE COMPANY.
(G)
NO GENERAL SOLICITATION. SUCH PURCHASER
ACKNOWLEDGES THAT THE SECURITIES WERE NOT OFFERED TO SUCH PURCHASER BY MEANS OF
ANY FORM OF GENERAL OR PUBLIC SOLICITATION OR GENERAL ADVERTISING, OR PUBLICLY
DISSEMINATED ADVERTISEMENTS OR SALES LITERATURE, INCLUDING (I) ANY
ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION PUBLISHED IN ANY
NEWSPAPER, MAGAZINE, OR SIMILAR MEDIA, OR BROADCAST OVER TELEVISION OR RADIO, OR
(II) ANY SEMINAR OR MEETING TO WHICH SUCH PURCHASER WAS INVITED BY ANY OF THE
FOREGOING MEANS OF COMMUNICATIONS.
(H)
ACCREDITED INVESTOR. SUCH PURCHASER IS AN
ACCREDITED INVESTOR (AS DEFINED IN RULE 501 OF REGULATION D), AND SUCH PURCHASER
HAS SUCH EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS THAT IT IS CAPABLE OF
EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES.
SUCH
PURCHASER ACKNOWLEDGES THAT AN INVESTMENT IN THE SECURITIES IS SPECULATIVE AND
INVOLVES A HIGH DEGREE OF RISK.
ARTICLE III
COVENANTS
The Company covenants with each Purchaser as follows, which covenants are for
the benefit of each Purchaser and their respective permitted assignees.
SECTION 3.1
SECURITIES COMPLIANCE. THE
COMPANY SHALL NOTIFY THE COMMISSION, IN ACCORDANCE WITH ITS RULES AND
REGULATIONS, OF THE TRANSACTIONS CONTEMPLATED BY ANY OF THE TRANSACTION
DOCUMENTS, AND SHALL TAKE ALL OTHER NECESSARY ACTION AND PROCEEDINGS AS
14
MAY BE REQUIRED AND PERMITTED BY APPLICABLE LAW, RULE AND REGULATION, FOR THE
LEGAL AND VALID ISSUANCE OF THE SECURITIES TO THE PURCHASERS, OR THEIR
RESPECTIVE SUBSEQUENT HOLDERS.
SECTION 3.2
REGISTRATION AND LISTING. THE
COMPANY WILL CAUSE ITS COMMON STOCK TO CONTINUE TO BE REGISTERED UNDER
SECTION 12(B) OR 12(G) OF THE EXCHANGE ACT, WILL COMPLY IN ALL RESPECTS WITH ITS
REPORTING AND FILING OBLIGATIONS UNDER THE EXCHANGE ACT, WILL COMPLY WITH ALL
REQUIREMENTS RELATED TO ANY REGISTRATION STATEMENT FILED PURSUANT TO THIS
AGREEMENT, AND WILL NOT TAKE ANY ACTION OR FILE ANY DOCUMENT (WHETHER OR NOT
PERMITTED BY THE SECURITIES ACT OR THE RULES PROMULGATED THEREUNDER) TO
TERMINATE OR SUSPEND SUCH REGISTRATION