A VIEW TOWARDS, OR FOR RESALE IN CONNECTION WITH, THE PUBLIC SALE
OR DISTRIBUTION THEREOF, AND SUCH INVESTOR DOES NOT HAVE A PRESENT ARRANGEMENT
TO EFFECT ANY DISTRIBUTION OF THE SECURITIES TO OR THROUGH ANY PERSON OR ENTITY.
(C)
INVESTOR STATUS.
AT THE TIME SUCH INVESTOR WAS OFFERED THE SECURITIES, IT
WAS, AND AT THE DATE HEREOF IT IS, AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A) UNDER THE SECURITIES ACT.
ARTICLE IV
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
THE INVESTORS COVENANT THAT THE SECURITIES WILL 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 THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND IN COMPLIANCE WITH
ANY APPLICABLE STATE SECURITIES LAWS.
IN CONNECTION WITH ANY TRANSFER OF
SECURITIES OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR TO THE
COMPANY, THE COMPANY MAY REQUIRE THE TRANSFEROR TO PROVIDE TO THE COMPANY AN
OPINION OF COUNSEL SELECTED BY THE TRANSFEROR, THE FORM AND SUBSTANCE OF WHICH
OPINION SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.
NOTWITHSTANDING THE FOREGOING, THE COMPANY HEREBY CONSENTS TO AND AGREES TO
REGISTER ON THE BOOKS OF THE COMPANY AND WITH ITS TRANSFER AGENT, WITHOUT ANY
SUCH LEGAL OPINION, EXCEPT TO THE EXTENT THAT THE TRANSFER AGENT REQUESTS SUCH
LEGAL OPINION, ANY TRANSFER OF SECURITIES BY AN INVESTOR TO AN AFFILIATE OF SUCH
INVESTOR, PROVIDED THAT THE TRANSFEREE MAKES CUSTOMARY REPRESENTATIONS TO
COMPANY AND CERTIFIES TO THE COMPANY THAT IT IS AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A) UNDER THE SECURITIES ACT AND PROVIDED THAT SUCH AFFILIATE
DOES NOT REQUEST ANY REMOVAL OF ANY EXISTING LEGENDS ON ANY CERTIFICATE
EVIDENCING THE SECURITIES.
(B)
SUCH INVESTOR UNDERSTANDS THAT THE INSTRUMENTS REPRESENTING THE
CONVERTIBLE NOTES AND THE STOCK CERTIFICATES REPRESENTING THE CONVERSION SHARES
UNTIL SUCH TIME AS THE RESALE OF THE CONVERSION SHARES HAVE BEEN REGISTERED AND
SOLD UNDER THE SECURITIES ACT, 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):
NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE
NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
13
CONVERTIBLE HAVE 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 OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR (B) IF REASONABLY REQUESTED BY THE COMPANY,
AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT.
The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Securities upon