ACCOUNTING,
LEGAL AND TAX ADVICE, AS IT HAS CONSIDERED NECESSARY TO MAKE AN INFORMED
INVESTMENT DECISION WITH RESPECT TO ITS ACQUISITION OF THE SECURITIES.
(E)
NO GOVERNMENTAL REVIEW.
EACH BUYER
UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE AGENCY OR ANY OTHER
GOVERNMENT OR GOVERNMENTAL AGENCY HAS PASSED ON OR MADE ANY RECOMMENDATION OR
ENDORSEMENT OF THE SECURITIES, OR THE FAIRNESS OR SUITABILITY OF THE INVESTMENT
IN THE SECURITIES, NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OF THE SECURITIES.
(F)
TRANSFER OR RESALE.
EACH BUYER
UNDERSTANDS THAT EXCEPT AS PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT: (I)
THE SECURITIES HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE SECURITIES
ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD,
ASSIGNED OR TRANSFERRED UNLESS (A) SUBSEQUENTLY REGISTERED THEREUNDER, (B) SUCH
BUYER SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, IN A GENERALLY
ACCEPTABLE FORM, TO THE EFFECT THAT SUCH SECURITIES TO BE SOLD, ASSIGNED OR
TRANSFERRED MAY BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS, OR (C) SUCH BUYER PROVIDES THE COMPANY WITH
REASONABLE ASSURANCES (IN THE FORM OF SELLER AND BROKER REPRESENTATION LETTERS)
THAT
4
SUCH SECURITIES CAN BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144, RULE
144(K), OR RULE 144A PROMULGATED UNDER THE SECURITIES ACT, AS AMENDED (OR A
SUCCESSOR RULE THERETO) (COLLECTIVELY, "RULE 144"), IN EACH CASE FOLLOWING THE
APPLICABLE HOLDING PERIOD SET FORTH THEREIN; (II) ANY SALE OF THE SECURITIES
MADE IN RELIANCE ON RULE 144 MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF
RULE 144 AND FURTHER, IF RULE 144 IS NOT APPLICABLE, ANY RESALE OF THE
SECURITIES UNDER CIRCUMSTANCES IN WHICH THE SELLER (OR THE PERSON THROUGH WHOM
THE SALE IS MADE) MAY BE DEEMED TO BE AN UNDERWRITER (AS THAT TERM IS DEFINED IN
THE SECURITIES ACT) MAY REQUIRE COMPLIANCE WITH SOME OTHER EXEMPTION UNDER THE
SECURITIES ACT OR THE RULES AND REGULATIONS OF THE SEC THEREUNDER; AND (III)
NEITHER THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY OBLIGATION TO REGISTER THE
SECURITIES UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS OR TO COMPLY
WITH THE TERMS AND CONDITIONS OF ANY EXEMPTION THEREUNDER.
(G)
LEGENDS.
EACH BUYER AGREES TO THE
IMPRINTING, SO LONG AS IS REQUIRED BY THIS SECTION 2(G), OF 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, OR APPLICABLE STATE SECURITIES LAWS.
THE SECURITIES HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TOWARD RESALE AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS.
Certificates evidencing the Conversion Shares