ITS POSSESSION OR DISTRIBUTES ANY OFFERING MATERIAL, IN ALL CASES AT ITS OWN
EXPENSE.
(H)
THE INVESTOR HAS BEEN FURNISHED WITH ALL MATERIALS RELATING TO THE
BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS, PROPERTIES, MANAGEMENT,
OPERATIONS AND PROSPECTS OF THE COMPANY AND ITS SUBSIDIARIES, INCLUDING MATTERS
REFERRED TO IN THE RESTATEMENT DISCLOSURE AND MATERIALS RELATING TO THE TERMS
AND CONDITIONS OF THE OFFER AND SALE OF THE SHARES WHICH HAVE BEEN REQUESTED BY
THE INVESTOR.
THE INVESTOR HAS BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS
OF THE COMPANY AND HAS RECEIVED ANSWERS FROM AN AUTHORIZED REPRESENTATIVE OF THE
COMPANY WHICH ARE SATISFACTORY TO THE INVESTOR.
NOTWITHSTANDING THE FOREGOING,
IN ENTERING INTO THIS AGREEMENT, THE INVESTOR REPRESENTS THAT IT IS RELYING
SOLELY ON THE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS SET FORTH IN
THIS AGREEMENT, WHICH DOCUMENT SUPERSEDES AND REPLACES ANY OTHER WRITTEN OR ORAL
INFORMATION COMMUNICATED TO THE INVESTOR.
INVESTOR ACKNOWLEDGES THAT THE SEC
INVESTIGATION REMAINS ONGOING.
(I)
THE INVESTOR HAS INDEPENDENTLY EVALUATED THE MERITS OF ITS DECISION TO
PURCHASE SHARES PURSUANT TO THIS AGREEMENT.
3.2.
LEGENDS.
(A)
THE INVESTOR UNDERSTANDS THAT, UNTIL THE END OF THE APPLICABLE HOLDING
PERIOD UNDER RULE 144(K) OF THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) WITH
RESPECT TO THE SHARES, ANY STOCK CERTIFICATE REPRESENTING THE SHARES SHALL BEAR
A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY
NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION THEREFROM.
The legend set forth above shall be removed (i) if the Shares have been resold
or transferred pursuant to the Registration Statement contemplated by Section 5
and the Registration Statement was effective at the time of such transfer, (ii)
if, in connection with a sale transaction, such
9
holder provides the Company with an opinion of counsel reasonably acceptable to
the Company to the effect that a public sale, assignment or transfer of the
Shares may be made without registration under the Securities Act, or (iii) upon
expiration of the applicable two-year holding period under Rule 144(k) of the
Securities Act (or any successor rule); provided that the Investor is not and
has not been within three months prior to such date, an "affiliate" of the
Company (as such term is defined in Rule 144 of the Securities Act).
The
Company may make a notation on its records and/or provide instruction to its
transfer agent regarding the Company's stock transfer records, consistent with
the provisions of this Section 3.2.
(B)
THE INVESTOR UNDERSTANDS THAT, IN THE EVENT RULE 144(K) AS PROMULGATED
UNDER THE SECURITIES ACT (OR ANY SUCCESSOR RULE) IS AMENDED TO CHANGE THE
TWO-YEAR PERIOD UNDER RULE 144(K) (OR THE CORRESPONDING PERIOD UNDER ANY
SUCCESSOR RULE), (I) EACH REFERENCE IN THIS SECTIONS 3.2 OF THIS AGREEMENT TO
"TWO YEARS" OR THE