ARE NOT BEING REGISTERED UNDER THE SECURITIES ACT
OR ANY APPLICABLE STATE SECURITIES LAWS AND, CONSEQUENTLY, INVESTOR WILL NOT BE
AFFORDED THE PROTECTION OF SECTION 11 OF THE SECURITIES ACT, AND INVESTOR MAY
HAVE TO BEAR THE RISK OF OWNING THE SECURITIES FOR AN INDEFINITE PERIOD OF TIME
BECAUSE THE SECURITIES MAY NOT BE TRANSFERRED UNLESS (I) THE RESALE OF THE
SECURITIES IS REGISTERED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT; (II) INVESTOR HAS DELIVERED TO THE COMPANY AN OPINION OF
COUNSEL (IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN
COMPARABLE TRANSACTIONS) TO THE EFFECT THAT THE SECURITIES TO BE SOLD OR
TRANSFERRED MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION; (III) THE SECURITIES ARE SOLD OR TRANSFERRED PURSUANT TO RULE 144;
OR (IV) THE SECURITIES ARE SOLD OR TRANSFERRED TO AN AFFILIATE (AS DEFINED IN
RULE 144) OF INVESTOR;
(B)
ANY SALE OF THE SECURITIES MADE IN RELIANCE ON RULE 144 MAY BE
MADE ONLY IN ACCORDANCE WITH THE TERMS OF RULE 144 AND, IF RULE 144 IS NOT
APPLICABLE, ANY RESALE OF THE SECURITIES UNDER CIRCUMSTANCES IN WHICH THE SELLER
(OR THE PERSON THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED TO BE AN UNDERWRITER
(AS THAT TERM IS DEFINED IN THE SECURITIES ACT) MAY REQUIRE COMPLIANCE WITH SOME
OTHER EXEMPTION UNDER THE SECURITIES ACT OR THE RULES AND REGULATIONS OF THE SEC
THEREUNDER; AND
(C)
EXCEPT AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT, NEITHER
THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY OBLIGATION TO REGISTER THE
SECURITIES UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS OR TO COMPLY
WITH THE TERMS AND CONDITIONS OF ANY EXEMPTION THEREUNDER.
2.7
LEGENDS.
INVESTOR UNDERSTANDS THAT UNTIL (A) THE SECURITIES MAY
BE SOLD BY INVESTOR UNDER RULE 144(K) OR (B) SUCH TIME AS THE RESALE OF THE
SECURITIES HAS BEEN REGISTERED UNDER THE SECURITIES ACT AS CONTEMPLATED BY THE
REGISTRATION RIGHTS AGREEMENT, THE CERTIFICATES REPRESENTING THE SECURITIES WILL
BEAR A RESTRICTIVE LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM (AND A
STOP-TRANSFER ORDER MAY BE PLACED AGAINST TRANSFER OF THE CERTIFICATES FOR SUCH
SECURITIES):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES.
THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
APPLICABLE SECURITIES LAWS, OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
The legend set forth above will be removed and the Company will issue a
certificate without the legend to the holder of any certificate upon which it is
stamped, in accordance with the terms of Article V hereof.
2.8
AUTHORIZATION; ENFORCEMENT.
THIS AGREEMENT, THE REGISTRATION
RIGHTS AGREEMENT AND THE WARRANT HAVE BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED
AND DELIVERED ON BEHALF OF INVESTOR AND ARE VALID AND BINDING AGREEMENTS OF
INVESTOR ENFORCEABLE IN ACCORDANCE