FROM SUCH REGISTRATION AND IN COMPLIANCE WITH
APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
SUCH PURCHASER IS ACQUIRING THE
SECURITIES HEREUNDER IN THE ORDINARY COURSE OF BUSINESS.
NOTHING CONTAINED
HEREIN SHALL BE DEEMED A REPRESENTATION OR WARRANTY BY SUCH PURCHASER TO HOLD
SECURITIES FOR ANY PERIOD OF TIME.
(C)
PURCHASER STATUS.
AT THE TIME SUCH
PURCHASER WAS OFFERED THE SHARES AND THE WARRANTS, IT WAS, AND AT THE DATE
HEREOF IT IS, AN "ACCREDITED INVESTOR" AS DEFINED IN RULE 501(A) UNDER THE
SECURITIES ACT.
SUCH PURCHASER IS NOT REGISTERED AS, OR REQUIRED TO BE
REGISTERED AS, A BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
(D)
EXPERIENCE OF SUCH PURCHASER.
SUCH
PURCHASER, EITHER ALONE OR TOGETHER WITH ITS REPRESENTATIVES, HAS SUCH
KNOWLEDGE, SOPHISTICATION AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS SO AS
TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT
IN THE SECURITIES, AND HAS SO EVALUATED THE MERITS AND RISKS OF SUCH
INVESTMENT.
SUCH PURCHASER IS ABLE TO BEAR THE ECONOMIC RISK OF AN INVESTMENT
IN THE SECURITIES AND, AT THE PRESENT TIME, IS ABLE TO AFFORD A COMPLETE LOSS OF
SUCH INVESTMENT.
(E)
GENERAL SOLICITATION.
SUCH PURCHASER IS
NOT PURCHASING THE SECURITIES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE
OR OTHER COMMUNICATION REGARDING THE SECURITIES PUBLISHED IN ANY NEWSPAPER,
MAGAZINE, WEBSITE OR SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR
PRESENTED AT ANY SEMINAR OR OTHER GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
SECURITIES MAY ONLY BE DISPOSED OF PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER 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), THE COMPANY MAY REQUIRE
THE TRANSFEROR
13
TO PROVIDE TO THE COMPANY AN OPINION OF COUNSEL SELECTED BY THE TRANSFEROR
LICENSED TO PRACTICE LAW IN THE APPLICABLE JURISDICTION, 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 OR
REQUIRE QUALIFICATION OR REGISTRATION PURSUANT TO ANY APPLICABLE STATE
SECURITIES LAW.
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, ANY TRANSFER OF SECURITIES BY A PURCHASER TO AN
AFFILIATE OF SUCH PURCHASER, PROVIDED THAT (I) SUCH TRANSFEREE IS AN "ACCREDITED
INVESTOR" AS THAT TERM IS DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT,
(II) SUCH TRANSFEREE CERTIFIES TO THE COMPANY THAT IT WAS NOT FORMED FOR THE
PURPOSE OF ACQUIRING THE SECURITIES AND SUCH TRANSFER WILL NOT VIOLATE THE
SECURITIES ACT, AND (III) SUCH TRANSFEREE CERTIFIES TO THE COMPANY WHICH OF THE
FOLLOWING FACTS IS TRUE AS OF SUCH TRANSFER DATE:
•
Transferee is a small business investment company