CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH INVESTOR AND THE COMPANY WILL HAVE THE RIGHT TO REVIEW IN ADVANCE, AND TO
THE EXTENT PRACTICABLE EACH WILL CONSULT WITH THE OTHER, IN EACH CASE SUBJECT TO
APPLICABLE LAWS RELATING TO THE EXCHANGE OF INFORMATION, ALL THE INFORMATION
RELATING TO SUCH OTHER PARTY, AND ANY OF THEIR RESPECTIVE AFFILIATES, WHICH
APPEARS IN ANY FILING MADE WITH, OR WRITTEN MATERIALS SUBMITTED TO, ANY THIRD
PARTY (OTHER THAN A STATE OR FEDERAL BANKING REGULATORY AUTHORITY) IN CONNECTION
WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
IN EXERCISING THE
FOREGOING RIGHT, EACH AGREES TO ACT REASONABLY AND AS PROMPTLY AS PRACTICABLE.
EACH SUCH PARTY AGREES TO KEEP THE OTHER PARTY APPRISED OF THE STATUS OF MATTERS
REFERRED TO IN THIS SECTION 6(C). TO THE EXTENT PERMITTED BY APPLICABLE LAW AND
TO THE EXTENT SUCH COMMUNICATIONS DO NOT CONTAIN CONFIDENTIAL INFORMATION, EACH
INVESTOR SHALL PROMPTLY FURNISH THE COMPANY, AND THE COMPANY SHALL PROMPTLY
FURNISH EACH INVESTOR, WITH COPIES OF MATERIAL WRITTEN COMMUNICATIONS RECEIVED
BY IT OR ITS SUBSIDIARIES FROM, OR DELIVERED BY ANY OF THE FOREGOING TO, ANY
GOVERNMENTAL ENTITY IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(D)
LEGENDS.
(I) EACH INVESTOR AGREES THAT ALL CERTIFICATES OR OTHER
INSTRUMENTS REPRESENTING THE CONVERTIBLE PREFERRED STOCK AND THE CONVERSION
SECURITIES SUBJECT TO THIS AGREEMENT WILL BEAR A LEGEND SUBSTANTIALLY TO THE
FOLLOWING EFFECT:
(A)
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF
ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE
A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT OR SUCH LAWS.
(B)
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
TRANSFER AND OTHER RESTRICTIONS SET FORTH IN AN INVESTMENT AGREEMENT, DATED AS
OF MAY 6, 2009, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE ISSUER.
(II)
UPON REQUEST OF ANY INVESTOR, UPON RECEIPT BY THE COMPANY OF AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY TO THE EFFECT THAT
SUCH LEGEND IS NO LONGER REQUIRED UNDER THE SECURITIES ACT AND APPLICABLE STATE
LAWS, THE COMPANY SHALL PROMPTLY CAUSE CLAUSE (A) OF THE LEGEND TO BE REMOVED
FROM ANY CERTIFICATE FOR ANY CONVERTIBLE PREFERRED STOCK OR CONVERSION
SECURITIES HELD BY SUCH INVESTOR TO BE TRANSFERRED IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT AND CLAUSE (B) OF THE LEGEND SHALL BE REMOVED UPON THE
EXPIRATION OF SUCH TRANSFER AND OTHER RESTRICTIONS SET FORTH IN THIS AGREEMENT.
EACH INVESTOR ACKNOWLEDGES THAT THE CONVERTIBLE PREFERRED STOCK AND CONVERSION
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER ANY STATE
SECURITIES LAWS AND AGREES THAT IT WILL NOT SELL OR OTHERWISE
20
DISPOSE OF ANY OF THE CONVERTIBLE PREFERRED STOCK OR THE CONVERSION SECURITIES,
EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OR EXEMPTION PROVISIONS
OF THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES