with state and
federal securities laws. In connection with any transfer of Securities other
than pursuant to an effective registration statement under the Securities Act,
Rule 144 or, as applicable, Regulation S, to the Company or to an Affiliate of a
Purchaser, the Company may require the transferor thereof to provide to the
Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does
not require registration of such transferred Securities under the Securities
Act.
(b)
The Purchasers agree to the imprinting, so long as is required by this
Section 6.1, of a legend on any of the Securities in substantially the following
form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS,
AND THIS SECURITY HAS BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS
A NON-U.S. PERSON PURSUANT TO REGULATION S UNDER THE SECURITIES ACT.
THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR
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OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO ANY PERSON WHO IS A U.S. PERSON
EXCEPT AS PERMITTED UNDER REGULATION S OF THE SECURITIES ACT, THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR
QUALIFICATION OR EXEMPTION THEREFROM. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT. FOR PURPOSES HEREOF, "UNITED STATES" AND "U.S. PERSON" ARE AS
DEFINED BY REGULATION S UNDER THE SECURITIES ACT.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE COMPANY MAY REQUIRE AN
OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY
TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. THIS SECURITY IS
SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN AND IN A SECURITIES
PURCHASE AGREEMENT, DATED AS OF FEBRUARY 4, 2018 AND AS AMENDED FROM TIME TO
TIME, COPIES OF WHICH ARE AVAILABLE WITH THE SECRETARY OF THE COMPANY.
(c)
Certificates evidencing the Shares shall not contain any legend
(including the legend set forth in Section 6.1(b) hereof), (i) while a
registration statement (including the Registration Statement) covering the
resale of such security is effective under the Securities Act, (ii) following
any sale of such Shares pursuant to Rule 144, (iii) if such Shares are eligible
for sale under Rule 144, without the requirement for the Company to be in
compliance with the current public information required under Rule 144 as to
such Shares and without volume or manner-of-sale restrictions, or (iv) if such
legend is not required under applicable requirements of the Securities Act
(including judicial interpretations and pronouncements issued by the