OR INVESTMENT
ADVICE.
SUCH PURCHASER HAS CONSULTED SUCH LEGAL, TAX AND INVESTMENT ADVISORS AS
IT, IN ITS SOLE DISCRETION, HAS DEEMED NECESSARY OR APPROPRIATE IN CONNECTION
WITH ITS PURCHASE OF THE SHARES.
SUCH PURCHASER UNDERSTANDS THAT THE PLACEMENT
AGENT HAS ACTED SOLELY AS THE AGENT OF THE COMPANY IN THIS PLACEMENT OF THE
SHARES AND SUCH PURCHASER HAS NOT RELIED ON THE BUSINESS OR LEGAL ADVICE OF THE
PLACEMENT AGENT OR ANY OF ITS AGENTS, COUNSEL OR AFFILIATES IN MAKING ITS
INVESTMENT DECISION HEREUNDER, AND CONFIRMS THAT NONE OF SUCH PERSONS HAS MADE
ANY REPRESENTATIONS OR WARRANTIES TO SUCH PURCHASER IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
(K)
RELIANCE ON EXEMPTIONS.
SUCH PURCHASER UNDERSTANDS THAT THE
SHARES BEING OFFERED AND SOLD TO IT IN RELIANCE ON SPECIFIC EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF UNITED STATES FEDERAL AND STATE SECURITIES LAWS AND
THAT THE COMPANY IS RELYING IN PART UPON THE TRUTH AND ACCURACY OF, AND SUCH
PURCHASER'S COMPLIANCE WITH, THE REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGEMENTS AND UNDERSTANDINGS OF SUCH PURCHASER SET FORTH HEREIN IN ORDER
TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE ELIGIBILITY OF SUCH
PURCHASER TO ACQUIRE THE SHARES.
(L)
NO GOVERNMENTAL REVIEW.
SUCH PURCHASER UNDERSTANDS THAT NO
UNITED STATES FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENT OR GOVERNMENTAL
AGENCY HAS PASSED ON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE SHARES OR
THE FAIRNESS OR SUITABILITY OF THE INVESTMENT IN THE SHARES NOR HAVE SUCH
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE SHARES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT NO PURCHASER HAS MADE OR MAKES ANY
REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED
HEREBY OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS SECTION 3.2.
15
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
(A)
COMPLIANCE WITH LAWS.
NOTWITHSTANDING ANY OTHER
PROVISION OF THIS ARTICLE IV, EACH PURCHASER COVENANTS THAT THE SECURITIES MAY
ONLY BE DISPOSED OF PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER, AND
IN COMPLIANCE WITH THE REQUIREMENTS OF, THE SECURITIES ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE
AND FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY TRANSFER OF THE SHARES
OTHER THAN (I) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT, (II) TO THE
COMPANY, (III) TO AN AFFILIATE OF A PURCHASER, (IV) PURSUANT TO RULE 144 OR (V)
IN CONNECTION WITH A BONA FIDE PLEDGE AS CONTEMPLATED IN SECTION 4.1(B), EXCEPT
AS OTHERWISE PROVIDED HEREIN, 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 SHARES UNDER THE
SECURITIES ACT.
AS A CONDITION OF TRANSFER, ANY SUCH TRANSFEREE SHALL AGREE IN
WRITING TO BE BOUND BY THE TERMS OF THIS