AND INDIRECT STOCK PLEDGES, FORWARD SALE CONTRACTS, OPTIONS, PUTS,
CALLS, SHORT SALES, SWAPS, DERIVATIVES AND SIMILAR ARRANGEMENTS (INCLUDING ON A
TOTAL RETURN BASIS) AND SALES AND OTHER TRANSACTIONS THROUGH NON-U.S.
BROKER-DEALERS OR FOREIGN REGULATED BROKERS.
(I)
NO LEGAL, TAX OR INVESTMENT ADVICE.
SUCH INVESTOR UNDERSTANDS THAT NOTHING IN THIS AGREEMENT OR ANY OTHER MATERIALS
PRESENTED BY OR ON BEHALF OF THE COMPANY TO THE INVESTOR IN CONNECTION WITH THE
PURCHASE OF THE SECURITIES CONSTITUTES LEGAL, TAX OR INVESTMENT ADVICE.
SUCH
INVESTOR HAS CONSULTED SUCH LEGAL, TAX AND INVESTMENT ADVISORS AS IT, IN ITS
SOLE DISCRETION, HAS DEEMED
17
NECESSARY OR APPROPRIATE IN CONNECTION WITH ITS PURCHASE OF THE SECURITIES.
SUCH INVESTOR UNDERSTANDS THAT THE AGENT HAS ACTED SOLELY AS THE AGENT OF THE
COMPANY IN THIS PLACEMENT OF THE SECURITIES, AND THAT THE AGENT MAKES NO
REPRESENTATION OR WARRANTY WITH REGARD TO THE MERITS OF THIS TRANSACTION OR AS
TO THE ACCURACY OF ANY INFORMATION SUCH INVESTOR MAY HAVE RECEIVED IN CONNECTION
THEREWITH.
SUCH INVESTOR ACKNOWLEDGES THAT HE HAS NOT RELIED ON ANY INFORMATION
OR ADVICE FURNISHED BY OR ON BEHALF OF THE AGENT.
(J)
COMPENSATION OF PLACEMENT AGENT.
SUCH
INVESTOR IS AWARE THAT, WITH RESPECT TO THE COMMON SHARES BEING SOLD BY THE
COMPANY, THE AGENT IS RECEIVING COMMISSIONS EQUAL TO 6% CASH AND WARRANTS TO
ACQUIRE A NUMBER OF SHARES EQUAL TO 2% OF THE COMMON SHARES AND THE WARRANT
SHARES.
ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
THE INVESTORS COVENANT THAT THE SECURITIES
WILL ONLY BE DISPOSED OF PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER,
AND IN COMPLIANCE WITH THE REQUIREMENTS OF, THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS.
IN CONNECTION WITH
ANY TRANSFER OF SECURITIES OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR TO THE COMPANY, OR PURSUANT TO RULE 144(K) EXCEPT AS OTHERWISE SET
FORTH HEREIN, THE COMPANY REQUIRES THE TRANSFEROR TO PROVIDE TO THE COMPANY AN
OPINION OF COUNSEL SELECTED BY THE TRANSFEROR, THE FORM AND SUBSTANCE OF WHICH
OPINION SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.
NOTWITHSTANDING THE FOREGOING, THE COMPANY HEREBY CONSENTS TO AND AGREES TO
REGISTER ON THE BOOKS OF THE COMPANY AND WITH ITS TRANSFER AGENT, WITHOUT ANY
SUCH LEGAL OPINION, EXCEPT TO THE EXTENT THAT THE TRANSFER AGENT REQUESTS SUCH
LEGAL OPINION, ANY TRANSFER OF SECURITIES BY AN INVESTOR TO AN AFFILIATE OF SUCH
INVESTOR, PROVIDED THAT THE TRANSFEREE CERTIFIES TO THE COMPANY THAT IT IS AN
"ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT AND
PROVIDED THAT SUCH AFFILIATE DOES NOT REQUEST ANY REMOVAL OF ANY EXISTING
LEGENDS ON ANY CERTIFICATE EVIDENCING THE SECURITIES.
(B)
THE INVESTORS AGREE TO THE IMPRINTING, SO
LONG AS IS REQUIRED BY THIS SECTION 4.1(B), OF THE FOLLOWING LEGEND ON ANY
CERTIFICATE EVIDENCING SECURITIES:
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH