ACQUIRE ANY BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES IN ANY
OFFERING OF THE COMPANY'S SECURITIES, INCLUDING ANY SHAREHOLDER RIGHTS OFFERING
(I) OCCURRING WITHIN TWELVE (12) MONTHS FROM THE DATE OF THIS AGREEMENT AND
(II) IN WHICH ANY PROCEEDS FROM SUCH OFFERING ARE USED TO DIRECTLY OR INDIRECTLY
REDUCE THE COMPANY'S INDEBTEDNESS INCURRED TO FINANCE THE TRANSACTIONS
CONTEMPLATED BY THE PURCHASE AGREEMENT.
2.10
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
12
HEREIN SHALL BE DEEMED TO PERMIT AN ASSIGNMENT, TRANSFER OR DISPOSITION OF THE
REGISTRABLE SECURITIES IN VIOLATION OF THE TERMS AND CONDITIONS OF THE 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 ACQUISITION OF THE COMMON STOCK BY THE PURCHASER, THE
PURCHASER HEREBY REPRESENTS AND WARRANTS TO THE COMPANY AS FOLLOWS:
(a)
The 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)
The Purchaser realizes that there are significant restrictions on
the transferability of the Common Stock, that the