THE SECURITIES UNDER THE SECURITIES ACT OR ANY STATE
SECURITIES LAWS OR TO COMPLY WITH THE TERMS AND CONDITIONS OF ANY EXEMPTION
THEREUNDER.
2.7
LEGENDS.
THE INVESTOR UNDERSTANDS THAT
UNTIL (A) THE SECURITIES MAY BE SOLD BY THE INVESTOR UNDER RULE 144(K) OR
(B) SUCH TIME AS THE RESALE OF THE SECURITIES HAS BEEN REGISTERED UNDER THE
SECURITIES ACT AS CONTEMPLATED BY THE REGISTRATION RIGHTS AGREEMENT, THE
CERTIFICATES REPRESENTING THE SECURITIES WILL BEAR A RESTRICTIVE LEGEND IN
SUBSTANTIALLY THE FOLLOWING FORM (AND A STOP-TRANSFER ORDER MAY BE PLACED
AGAINST TRANSFER OF THE CERTIFICATES FOR SUCH SECURITIES):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.
THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
3
The legend set forth above will be removed and the Company will issue a
certificate without the legend to the holder of any certificate upon which it is
stamped, in accordance with the terms of Article V hereof.
2.8
AUTHORIZATION; ENFORCEMENT.
THIS AGREEMENT
AND THE REGISTRATION RIGHTS AGREEMENT HAVE BEEN DULY AND VALIDLY AUTHORIZED,
EXECUTED AND DELIVERED ON BEHALF OF THE INVESTOR AND ARE VALID AND BINDING
AGREEMENTS OF THE INVESTOR ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS, SUBJECT
TO THE EFFECT OF ANY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION,
MORATORIUM OR SIMILAR LAWS AFFECTING THE RIGHTS OF CREDITORS GENERALLY AND THE
APPLICATION OF GENERAL PRINCIPLES OF EQUITY.
2.9
RESIDENCY.
THE INVESTOR IS A RESIDENT OF
(OR, IF AN ENTITY, HAS ITS PRINCIPAL PLACE OF BUSINESS IN) THE JURISDICTION SET
FORTH IMMEDIATELY BELOW SUCH INVESTOR'S NAME ON THE SIGNATURE PAGES HERETO.
2.10
ACKNOWLEDGEMENTS REGARDING PLACEMENT AGENT.
THE
INVESTOR ACKNOWLEDGES THAT PUNK, ZIEGEL & COMPANY IS ACTING AS PLACEMENT AGENT
(THE "PLACEMENT AGENT") FOR THE SECURITIES BEING OFFERED HEREBY AND WILL BE
COMPENSATED BY THE COMPANY FOR ACTING IN SUCH CAPACITY.
THE INVESTOR FURTHER
ACKNOWLEDGES THAT THE PLACEMENT AGENT HAS ACTED SOLELY AS PLACEMENT AGENT IN
CONNECTION WITH THE OFFERING OF THE SECURITIES BY THE COMPANY, THAT THE
INFORMATION AND DATA PROVIDED TO THE INVESTOR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY HAVE NOT BEEN SUBJECTED TO INDEPENDENT
VERIFICATION BY THE PLACEMENT AGENT, AND THAT THE PLACEMENT AGENT MAKES NO
REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION, DATA OR OTHER RELATED DISCLOSURE MATERIAL.
THE INVESTOR FURTHER
ACKNOWLEDGES THAT IN MAKING ITS DECISION TO ENTER INTO THIS AGREEMENT AND
PURCHASE THE SECURITIES IT HAS RELIED ON ITS OWN EXAMINATION OF THE COMPANY AND
THE TERMS OF, AND CONSEQUENCES, OF HOLDING THE SECURITIES.
THE INVESTOR FURTHER
ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 2.10 ARE FOR THE BENEFIT OF,
AND MAY BE ENFORCED BY, THE PLACEMENT AGENT.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to