OF THE PURCHASERS ACKNOWLEDGE AND AGREE THAT NO PARTY TO
THIS AGREEMENT HAS MADE OR MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT
TO THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH
IN THIS ARTICLE III AND THE TRANSACTION DOCUMENTS.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
COMPLIANCE WITH LAWS. NOTWITHSTANDING ANY OTHER PROVISION OF THIS
ARTICLE IV, EACH PURCHASER COVENANTS THAT THE SHARES MAY BE DISPOSED OF ONLY
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, AND IN COMPLIANCE WITH
THE REQUIREMENTS OF, THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE AND FEDERAL
SECURITIES LAWS. IN CONNECTION WITH ANY TRANSFER OF THE SHARES OTHER THAN (I)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, (II) TO THE COMPANY, (III)
PURSUANT TO RULE 144 (PROVIDED THAT THE PURCHASER PROVIDES THE COMPANY WITH
REASONABLE ASSURANCES (IN THE FORM OF SELLER AND BROKER REPRESENTATION LETTERS)
THAT THE SECURITIES MAY BE SOLD PURSUANT TO SUCH RULE) OR RULE 144A, (IV)
PURSUANT TO RULE 144(K) FOLLOWING THE APPLICABLE HOLDING PERIOD OR (V) IN
CONNECTION WITH A BONA FIDE PLEDGE, THE COMPANY MAY REQUIRE THE TRANSFEROR
THEREOF TO PROVIDE TO THE COMPANY AND THE TRANSFER AGENT AN OPINION OF COUNSEL
SELECTED BY THE TRANSFEROR AND REASONABLY ACCEPTABLE TO THE COMPANY AND THE
TRANSFER AGENT, THE FORM AND SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY
SATISFACTORY TO THE COMPANY AND THE TRANSFER AGENT, TO THE EFFECT THAT SUCH
TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH TRANSFERRED SHARES UNDER THE
SECURITIES ACT. AS A CONDITION OF TRANSFER, ANY SUCH TRANSFEREE SHALL AGREE IN
WRITING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND SHALL HAVE THE RIGHTS OF
A PURCHASER UNDER THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.
(B)
LEGENDS. CERTIFICATES EVIDENCING THE SHARES SHALL BEAR ANY LEGEND
AS REQUIRED BY THE "BLUE SKY" LAWS OF ANY STATE AND A RESTRICTIVE LEGEND IN
SUBSTANTIALLY THE FOLLOWING FORM, UNTIL SUCH TIME AS THEY ARE NOT REQUIRED UNDER
SECTION 4.1(C):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR
(1)
This provision was not included in the version of the agreement signed by
some investors
21
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR (B) AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY AND ITS TRANSFER AGENT OR (II) UNLESS
SOLD PURSUANT TO RULE 144 UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED