REGISTRATION STATEMENT, (B) THE BUYER SHALL
HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE
COMPANY, WHICH OPINION SHALL BE IN A FORM REASONABLY ACCEPTABLE
3
TO THE COMPANY AND THE TRANSFER AGENT FOR THE COMMON STOCK, TO THE EFFECT THAT
SUCH PURCHASED SHARES TO BE SOLD, ASSIGNED OR TRANSFERRED HAVE BEEN OR ARE BEING
SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION,
OR (C) THE BUYER PROVIDES THE COMPANY WITH REASONABLE ASSURANCE, AND
CERTIFICATIONS TO THE EFFECT, THAT (I) SUCH PURCHASED SHARES HAVE BEEN OR ARE
BEING SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144 PROMULGATED UNDER THE
1933 ACT (OR A SUCCESSOR RULE THERETO) ("RULE 144") OR (II) THE BUYER IS NOT AN
AFFILIATE OF THE COMPANY AND THE PURCHASED SHARES CAN THEN BE SOLD BY THE BUYER
PURSUANT TO RULE 144 WITHOUT ANY RESTRICTIONS OR LIMITATIONS THEREUNDER AND
WITHOUT COMPLIANCE WITH THE CURRENT PUBLIC INFORMATION REQUIREMENT THEREOF;
(II)
ANY SALE OF THE PURCHASED SHARES MADE IN RELIANCE ON RULE 144
SHALL BE MADE IN ACCORDANCE WITH THE TERMS OF RULE 144 AND, FURTHER, IF RULE 144
IS NOT APPLICABLE, ANY RESALE OF THE PURCHASED SHARES 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 1933 ACT) MAY REQUIRE
COMPLIANCE WITH SOME OTHER EXEMPTION UNDER THE 1933 ACT OR THE RULES AND
REGULATIONS OF THE SEC THEREUNDER; AND
(III)
EXCEPT AS SET FORTH IN THE REGISTRATION RIGHTS AGREEMENT, NEITHER
THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY OBLIGATION TO REGISTER THE
PURCHASED SHARES UNDER THE 1933 ACT OR ANY STATE SECURITIES LAWS OR TO COMPLY
WITH THE TERMS AND CONDITIONS OF ANY EXEMPTION THEREUNDER.
The Purchased Shares may be pledged in connection with a bona fide margin
account or other loan or financing arrangement secured by the Purchased Shares
and such pledge of Purchased Shares shall not be deemed to be a transfer, sale
or assignment of the Purchased Shares hereunder, and, except as required by
applicable law, the Buyer shall not be required to provide the Company with any
notice thereof or otherwise make any delivery to the Company pursuant to this
Agreement, including this Section 2(h), in connection with such a pledge.
(i)
Legends.
The Buyer understands that the stock certificates
representing the Purchased Shares, except as set forth below, shall bear any
legend as required by the "blue sky" Laws of any state and a restrictive legend
in substantially the following form (and a stop-transfer order may be placed
against transfer of such stock certificates in violation of the restrictions on
transfer set forth herein):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR APPLICABLE STATE
SECURITIES LAWS.
THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES