APPLICABLE TO SUCH SALE, TRANSFER OR
DISPOSITION. SUCH INVESTOR CAN BEAR THE ECONOMIC RISK OF A TOTAL LOSS OF ITS
INVESTMENT IN THE SECURITIES AND HAS SUCH KNOWLEDGE AND EXPERIENCE IN BUSINESS
AND FINANCIAL MATTERS SO AS TO ENABLE IT TO UNDERSTAND THE RISKS OF AND FORM AN
INVESTMENT DECISION WITH RESPECT TO ITS INVESTMENT IN THE SECURITIES.
2.3
INFORMATION.
INVESTOR ACKNOWLEDGES THAT IT
HAS BEEN PROVIDED WITH INFORMATION REGARDING THE BUSINESS, OPERATIONS AND
FINANCIAL CONDITION OF THE COMPANY AND HAS, PRIOR TO THE EXECUTION DATE, BEEN
GRANTED THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM
REPRESENTATIVES OF THE COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
CONCERNING THE COMPANY IN ORDER FOR SUCH INVESTOR TO MAKE AN INFORMED DECISION
WITH RESPECT TO ITS INVESTMENT IN THE SHARES AND WARRANTS.
NEITHER SUCH
INFORMATION NOR ANY OTHER INVESTIGATION CONDUCTED BY SUCH INVESTOR OR ANY OF ITS
REPRESENTATIVES SHALL MODIFY, AMEND OR OTHERWISE AFFECT SUCH INVESTOR'S RIGHT TO
RELY ON THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
AGREEMENT.
2.4
LIMITATIONS ON DISPOSITION.
SUCH INVESTOR
ACKNOWLEDGES THAT, EXCEPT AS PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT, THE
SECURITIES HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE SECURITIES ACT
AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES
ACT OR UNLESS PURSUANT TO AN EXEMPTION THEREFROM.
2.5
LEGEND.
SUCH INVESTOR UNDERSTANDS THAT THE
CERTIFICATES REPRESENTING THE SECURITIES MAY BEAR AT ISSUANCE A RESTRICTIVE
LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
"The securities represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Securities Act"), or the securities
laws of any state, and may not be offered or sold unless a registration
statement under the Securities Act and applicable state securities laws shall
have become effective with regard thereto, or an exemption from registration
under the Securities Act and applicable state securities laws is available in
connection with such offer or sale."
7
Notwithstanding the foregoing, it is agreed that, as long as (A) the resale or
transfer (including without limitation a pledge) of any of the Securities is
registered pursuant to an effective registration statement, (B) such Securities
have been sold pursuant to Rule 144, or (C) such Securities are eligible for
resale under Rule 144(k) or any successor provision, such Securities shall be
issued without any legend or other restrictive language and, with respect to
Securities upon which such legend is stamped, the Company shall issue new
certificates without such legend to the holder upon request; provided that, in
the case of clause (B) and (C), such holder provides customary documentation
reasonably acceptable to the Company.
2.6
RELIANCE ON EXEMPTIONS.
SUCH INVESTOR
UNDERSTANDS THAT THE SECURITIES ARE BEING OFFERED AND SOLD TO IT IN RELIANCE
UPON SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF U.S. FEDERAL AND
STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING UPON THE TRUTH AND
ACCURACY OF THE REPRESENTATIONS AND WARRANTIES OF SUCH INVESTOR SET FORTH IN
THIS SECTION 2 IN ORDER TO DETERMINE THE AVAILABILITY