such
Securities are sold in compliance with Rule 144 under the Securities Act.
In
addition, the Company shall, at the request of the Investor, remove the
restrictive legend from any Shares held by the Investor following the first date
on which such Investor may sell such Shares pursuant to Rule 144 under the
Securities Act (or any successor rule without limitations on volume or manner of
sales.
Each Investor, severally and not jointly with the Other Investors,
agrees that such Investor will sell any Securities pursuant to either the
registration requirements of the Securities Act, including any applicable
prospectus delivery requirements, or an exemption therefrom, and that if
Securities are Registrable Securities held by an Investor that are sold pursuant
to the Registration Statement, they will be sold in compliance with the plan of
distribution set forth therein, and acknowledges that the removal of the
restrictive legend from certificates representing Securities as set forth in
this Section 6.2 is predicated upon the Company's reliance upon this
understanding.
6.3
SECURITIES INELIGIBLE FOR REGISTRATION;
TRANSFER RESTRICTIONS.
(A)
THE INVESTORS HEREBY ACKNOWLEDGE AND
AGREE THAT THE SECURITIES ARE "RESTRICTED SECURITIES" UNDER APPLICABLE U.S.
FEDERAL AND STATE SECURITIES LAWS AND THAT, PURSUANT TO THESE LAWS, THE INVESTOR
MUST HOLD THE SECURITIES (INCLUDING SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE THEREOF) INDEFINITELY UNLESS THEY ARE REGISTERED WITH THE SEC AND
QUALIFIED BY STATE AUTHORITIES, OR AN EXEMPTION FROM SUCH REGISTRATION AND
QUALIFICATION REQUIREMENTS IS AVAILABLE.
THE INVESTORS ACKNOWLEDGE THAT THE
COMPANY HAS NO OBLIGATION TO REGISTER OR QUALIFY ANY OF THE SECURITIES
(INCLUDING SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE THEREOF) FOR RESALE,
EXCEPT FOR THE REGISTRATION RIGHTS IN SECTIONS 6.1, 6.2 HEREOF WHICH PERTAIN
ONLY TO THE INVESTORS.
THE INVESTORS FURTHER ACKNOWLEDGE THAT IF AN EXEMPTION
FROM REGISTRATION OR QUALIFICATION IS AVAILABLE, IT MAY BE CONDITIONED ON
VARIOUS REQUIREMENTS INCLUDING, BUT NOT LIMITED TO, THE TIME AND MANNER OF SALE,
THE HOLDING PERIOD FOR THE SECURITIES, AND ON REQUIREMENTS RELATING TO THE
COMPANY WHICH ARE OUTSIDE OF THE INVESTOR'S CONTROL.
(B)
SUBJECT TO SECTION 6.2(G) ABOVE, THE
INVESTORS AGREE TO THE IMPRINTING ON ANY OF THE SECURITIES IN THE FOLLOWING
FORM:
THIS SECURITY HAS NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN
22
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT INCLUDING, WITHOUT LIMITATION, PURSUANT TO
RULE 144 UNDER SAID ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER APPLICABLE
FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED "4(1) AND
A HALF" SALE.
THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN "ACCREDITED INVESTOR"