OF THE REGISTRABLE SECURITIES,
THE HOLDER WILL USE ONLY THE LATEST VERSION OF SUCH PROSPECTUS PROVIDED BY
COMPANY.
(C)
NONE OF THE HOLDERS SHALL HAVE THE RIGHT TO PARTICIPATE AS A PURCHASER
OR OTHERWISE ACQUIRE ANY BENEFICIAL OWNERSHIP OF THE COMPANY'S SECURITIES IN ANY
OFFERING OF THE COMPANY'S SECURITIES, INCLUDING ANY SHAREHOLDER RIGHTS OFFERING
(I) OCCURRING WITHIN TWELVE (12) MONTHS FROM THE DATE OF THIS AGREEMENT AND
(II) IN WHICH ANY PROCEEDS FROM SUCH OFFERING ARE USED TO DIRECTLY OR INDIRECTLY
REDUCE THE COMPANY'S INDEBTEDNESS INCURRED TO FINANCE THE TRANSACTIONS
CONTEMPLATED BY THE PURCHASE AGREEMENT.
2.10
COMPLIANCE.
WITH RESPECT TO ANY REGISTRATION
UNDER THIS AGREEMENT, EACH HOLDER SHALL COMPLY IN ALL MATERIAL RESPECTS WITH ALL
APPLICABLE SECURITIES AND OTHER LAWS, RULES AND REGULATIONS, INCLUDING BUT NOT
LIMITED TO ALL RULES AND REGULATIONS OF THE SEC, THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS AND ANY SECURITIES EXCHANGE OR QUOTATION SERVICE ON WHICH THE
COMPANY'S SECURITIES ARE LISTED OR QUOTED.
ARTICLE 3
TRANSFERS OF CERTAIN RIGHTS
3.1
TRANSFER.
THE RIGHTS GRANTED TO THE
PURCHASERS UNDER THIS AGREEMENT MAY BE TRANSFERRED, SUBJECT TO THE PROVISIONS OF
SECTIONS 3.2 AND 3.3; PROVIDED THAT NOTHING CONTAINED HEREIN SHALL BE DEEMED TO
PERMIT AN ASSIGNMENT, TRANSFER OR DISPOSITION OF THE REGISTRABLE SECURITIES IN
VIOLATION OF THE TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT OR APPLICABLE
LAW.
3.2
TRANSFEREES.
ANY TRANSFEREE TO WHOM RIGHTS
UNDER THIS AGREEMENT ARE TRANSFERRED SHALL, BEFORE AND AS A CONDITION TO SUCH
TRANSFER, DELIVER TO THE COMPANY A WRITTEN INSTRUMENT (I) STATING THE NAME AND
ADDRESS OF THE TRANSFEROR AND THE TRANSFEREE AND THE NUMBER OF REGISTRABLE
SECURITIES WITH RESPECT TO WHICH THE RIGHTS ARE INTENDED TO BE TRANSFERRED, AND
(II) BY WHICH SUCH TRANSFEREE AGREES TO BE BOUND BY THE OBLIGATIONS IMPOSED UPON
THE PURCHASERS UNDER THIS AGREEMENT TO THE SAME EXTENT AS IF SUCH TRANSFEREE
WERE A PURCHASER HEREUNDER.
3.3
SUBSEQUENT TRANSFEREES.
A TRANSFEREE TO
WHOM RIGHTS ARE TRANSFERRED PURSUANT TO THIS SECTION 3 MAY NOT AGAIN TRANSFER
SUCH RIGHTS TO ANY OTHER PERSON, OTHER THAN AS PROVIDED IN SECTIONS 3.1 OR 3.2
ABOVE.
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ARTICLE 4
REPRESENTATIONS OF PURCHASERS
4.1
CERTAIN REPRESENTATIONS OF THE PURCHASERS.
IN CONNECTION WITH, AND IN CONSIDERATION OF, THE ACQUISITION OF THE COMMON STOCK
BY THE PURCHASERS, EACH PURCHASER HEREBY REPRESENTS AND WARRANTS TO THE COMPANY
AS FOLLOWS:
(a)
Such Purchaser acknowledges that it (i) is
acquiring the Common Stock for its own account without a view to distribution
within the meaning of the Securities Act; (ii) has had an opportunity to review
the Company's filings with the SEC and all other information that it has deemed
necessary to make an informed investment decision with respect to an investment
in the Company in general and the Common Stock in particular; (iii) is
financially able to bear the economic risks of an investment in the Company; and
(iv) has such knowledge and experience in financial and business matters so as
to be capable, by reason of such knowledge and experience, of evaluating the
merits and risks