NEITHER THE COMPANY NOR ANY
OTHER PERSON IS UNDER ANY OBLIGATION TO REGISTER THE RESALE OF THE SHARES UNDER
THE SECURITIES ACT OR ANY STATE SECURITIES LAWS OR TO COMPLY WITH THE TERMS AND
CONDITIONS OF ANY EXEMPTION THEREUNDER.
8
SECTION 3.8
LEGENDS.
(A) THE PURCHASER UNDERSTANDS THE CERTIFICATES
REPRESENTING THE SHARES 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 SHARES):
THE SHARES 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 SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SHARES UNDER APPLICABLE SECURITIES LAWS, OR
UNLESS OFFERED, SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
THE
COMPANY SHALL BE ENTITLED TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED TO THE EXTENT THAT SUCH OPINION
IS REQUIRED PURSUANT TO THAT CERTAIN SECURITIES PURCHASE AGREEMENT UNDER WHICH
THE SHARES WERE ISSUED.
(B)
THE PURCHASER MAY REQUEST THAT THE COMPANY REMOVE, AND THE COMPANY
AGREES TO AUTHORIZE THE REMOVAL OF ANY LEGEND FROM THE SHARES (I) FOLLOWING ANY
SALE OF THE SHARES PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144,
OR (II) IF SUCH SHARES ARE ELIGIBLE FOR SALE UNDER RULE 144(K).
FOLLOWING THE
TIME A LEGEND IS NO LONGER REQUIRED FOR THE SHARES HEREUNDER, THE COMPANY WILL,
NO LATER THAN FIVE BUSINESS DAYS FOLLOWING THE DELIVERY BY A PURCHASER TO THE
COMPANY OR THE COMPANY'S TRANSFER AGENT OF A LEGENDED CERTIFICATE REPRESENTING
SUCH SECURITIES, DELIVER OR CAUSE TO BE DELIVERED TO SUCH PURCHASER A
CERTIFICATE REPRESENTING SUCH SECURITIES THAT IS FREE FROM ALL RESTRICTIVE AND
OTHER LEGENDS.
SECTION 3.9
AUTHORIZATION; ENFORCEMENT.
THE PURCHASER HAS THE
REQUISITE POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY.
THE PURCHASER HAS TAKEN ALL NECESSARY ACTION
TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT.
UPON
THE EXECUTION AND DELIVERY OF THIS AGREEMENT, THIS AGREEMENT SHALL CONSTITUTE A
VALID AND BINDING OBLIGATION OF THE PURCHASER ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, EXCEPT AS ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY,
INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' AND
CONTRACTING PARTIES' RIGHTS GENERALLY AND EXCEPT AS ENFORCEABILITY MAY BE
SUBJECT TO GENERAL PRINCIPLES OF EQUITY AND EXCEPT AS RIGHTS TO INDEMNITY AND
CONTRIBUTION MAY BE LIMITED BY STATE OR FEDERAL SECURITIES LAWS OR PUBLIC POLICY
UNDERLYING SUCH LAWS.
SECTION 3.10
RESIDENCY.
THE PURCHASER IS A RESIDENT OF THE
JURISDICTION SET FORTH IMMEDIATELY BELOW SUCH PURCHASER'S NAME ON THE SIGNATURE
PAGES HERETO.
SECTION 3.11
ACKNOWLEDGEMENTS REGARDING PLACEMENT AGENT.
THE
PURCHASER ACKNOWLEDGES THAT THE PLACEMENT AGENTS ARE ACTING AS THE EXCLUSIVE
PLACEMENT AGENTS ON A "BEST EFFORTS" BASIS FOR THE SHARES BEING OFFERED HEREBY
AND WILL BE COMPENSATED BY THE COMPANY