Contract
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT
(1) ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTIONS 4 AND
10
OF THIS WARRANT AND (2) HAVE
BEEN, OR WILL BE, ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT
BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.
| Warrant No. |
Number
of Shares:
(subject to adjustment) |
Date
of
Issuance:
Common
Stock Purchase Warrant
(Void
after five years)
Apollo
Gold Corp., a ________corporation (the “Company”), for value received, hereby
certifies that Shoreline Pacific, LLC, or its registered assigns (the
“Registered Holder”), is entitled, subject to the terms and conditions set forth
below, to purchase from the Company, at any time or from time to time commencing
six months after the date of issuance and on or before 5:00 p.m. (Eastern
time) on January __, 20__, __________ shares of Common Stock, of the Company,
at
a purchase price of $_________ per share. The shares purchasable upon exercise
of this Warrant, and the purchase price per share, each as adjusted from time
to
time pursuant to the provisions of this Warrant, are hereinafter referred to
as
the “Warrant Shares” and the “Purchase Price,” respectively.
1.
Exercise.
(a)
This
Warrant may be exercised by the Registered Holder, in whole or in part, by
surrendering this Warrant, with the purchase form appended hereto as
Exhibit I duly executed by the Registered Holder or by the Registered
Holder’s duly authorized attorney, at the principal office of the Company, or at
such other office or agency as the Company may designate, accompanied by payment
in full, in lawful money of the United States, of the Purchase Price payable
in
respect of the number of Warrant Shares purchased upon such
exercise.
1
(b)
The
Registered Holder may, at its option, elect to pay some or all of the Purchase
Price payable upon an exercise of this Warrant by canceling all or a portion
of
this Warrant. If the Registered Holder wishes to exercise this Warrant
by this
method, the number of Warrant Shares purchaseable (which shall in no event
exceed the total number of Warrant Shares purchasable under this Warrant
as set
forth above), subject to adjustment under Section 2 of this Warrant) shall
be
determined as follows:
X=Y[(A-B)/A];
where
X=
the
number of Warrant Shares to be issued to the Holder.
Y=
the
number of Warrant Shares with respect to which this Warrant is being
exercised.
A=
the
Fair Market Value of one share of Common Stock.
B=
the
Purchase Price of one share of Common Stock.
The
Fair
Market Value per share of Common Stock shall be determined as
follows:
(i)
If
the Common Stock is listed on a national securities exchange, the Nasdaq Stock
Market or another nationally recognized trading system (including, without
limitation, the OTC Bulletin Board or any successor and, if the average daily
trading volume for the preceding 10 days has been at least 100,000 shares,
the
Pink Sheets) as of the Exercise Date, the Fair Market Value per share of Common
Stock shall be deemed to be the average of the high and low reported sale prices
per share of Common Stock thereon on the three trading days immediately
preceding the Exercise Date (provided that if no such price is reported on
such
day, the Fair Market Value per share of Common Stock shall be determined
pursuant to clause (ii)).
2
(ii)
If
the Common Stock is not listed on a national securities exchange, the Nasdaq
Stock Market or another nationally recognized trading system as of the Exercise
Date, the Fair Market Value per share of Common Stock shall be deemed to be
the
amount most recently determined by the Board of Directors to represent the
fair
market value per share of the Common Stock (including without limitation a
determination for purposes of granting Common Stock options or issuing Common
Stock under an employee benefit plan of the Company); and, upon request of
the
Registered Holder, the Board of Directors (or a representative thereof) shall
promptly notify the Registered Holder of the Fair Market Value per share of
Common Stock. Notwithstanding the foregoing, if the Board of Directors has
not
made such a determination within the three-month period prior to the Exercise
Date, then (A) the Board of Directors shall make a determination of the
Fair Market Value per share of the Common Stock within 15 days of a request
by
the Registered Holder that it do so, and (B) the exercise of this Warrant
pursuant to this subsection 1(b) shall be delayed until such determination
is
made.
(c)
Each
exercise of this Warrant shall be deemed to have been effected immediately
prior
to the close of business on the day on which this Warrant shall have been
surrendered to the Company as provided in subsection 1(a) above accompanied
by
payment in full of the Purchase Price (the “Exercise Date”). At such time, the
person or persons in whose name or names any certificates for Warrant Shares
shall be issuable upon such exercise as provided in subsection 1(d) below shall
be deemed to have become the holder or holders of record of the Warrant Shares
represented by such certificates.
(d)
As
soon as reasonably practicable after the exercise of this Warrant in full or
in
part, the Company, at its expense, will cause to be issued in the name of,
and
delivered to, the Registered Holder, or as such Holder (upon payment by such
Holder of any applicable transfer taxes) may direct:
(i)
a
certificate or certificates for the number of full Warrant Shares to which
the
Registered Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which the Registered Holder would otherwise be entitled,
cash in an amount determined pursuant to Section 3 hereof; and
(ii)
in
case such exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, calling in the aggregate on the face or faces thereof
for
the number of remaining Warrant Shares.
2.
Adjustments.
(a)
Adjustment for Stock Splits and Combinations. If the Company shall at any
time or from time to time after the date on which this Warrant was first issued
(the “Original Issue Date”) effect a subdivision of the outstanding Common
Stock, the Purchase Price then in effect immediately before that subdivision
shall be proportionately decreased. If the Company shall at any time or from
time to time after the Original Issue Date combine the outstanding shares of
Common Stock, the Purchase Price then in effect immediately before the
combination shall be proportionately increased. Any adjustment under this
paragraph shall become effective at the close of business on the date the
subdivision or combination becomes effective.
3
(b)
Adjustment for Certain Dividends and Distributions. In the event the
Company at any time, or from time to time after the Original Issue Date shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
additional shares of Common Stock, then and in each such event the Purchase
Price then in effect immediately before such event shall be decreased as of
the
time of such issuance or, in the event such a record date shall have been fixed,
as of the close of business on such record date, by multiplying the Purchase
Price then in effect by a fraction:
| (1) |
the
numerator of which shall be the total number of shares of Common
Stock
issued and outstanding immediately prior to the time of such issuance
or
the close of business on such record date,
and
|
| (2) |
the
denominator of which shall be the total number of shares of Common
Stock
issued and outstanding immediately prior to the time of such issuance
or
the close of business on such record date plus the number of shares
of
Common Stock issuable in payment of such dividend or
distribution;
|
provided,
however, if such record date shall have been fixed and such dividend is not
fully paid or if such distribution is not fully made on the date fixed therefor,
the Purchase Price shall be recomputed accordingly as of the close of business
on such record date and thereafter the Purchase Price shall be adjusted pursuant
to this paragraph as of the time of actual payment of such dividends or
distributions.
(c)
Adjustment in Number of Warrant Shares. When any adjustment is required
to be made in the Purchase Price pursuant to subsections 2(a) or 2(b), the
number of Warrant Shares purchasable upon the exercise of this Warrant shall
be
changed to the number determined by dividing (i) an amount equal to the
number of shares issuable upon the exercise of this Warrant immediately prior
to
such adjustment, multiplied by the Purchase Price in effect immediately prior
to
such adjustment, by (ii) the Purchase Price in effect immediately after
such adjustment.
(d)
Adjustments for Other Dividends and Distributions. In the event the
Company at any time or from time to time after the Original Issue Date shall
make or issue, or fix a record date for the determination of holders of Common
Stock entitled to receive, a dividend or other distribution payable in
securities of the Company (other than shares of Common Stock) or in cash or
other property (other than cash out of earnings or earned surplus, determined
in
accordance with generally accepted accounting principles), then and in each
such
event provision shall be made so that the Registered Holder shall receive upon
exercise hereof, in addition to the number of shares of Common Stock issuable
hereunder, the kind and amount of securities of the Company and/or cash and
other property which the Registered Holder would have been entitled to receive
had this Warrant been exercised into Common Stock on the date of such event
and
had the Registered Holder thereafter, during the period from the date of such
event to and including the Exercise Date, retained any such securities
receivable, giving application to all adjustments called for during such period
under this Section 2 with respect to the rights of the Registered
Holder.
4
(e)
Adjustment for Mergers or Reorganizations, etc. If there shall occur any
reorganization, recapitalization, consolidation or merger involving the Company
in which the Common Stock is converted into or exchanged for securities, cash
or
other property (other than a transaction covered by subsections 2(a), 2(b)
or 2(d)), then, following any such reorganization, recapitalization,
consolidation or merger, the Registered Holder shall receive upon exercise
hereof the kind and amount of securities, cash or other property
which
the
Registered Holder would have been entitled to receive if, immediately prior
to
such reorganization, recapitalization, consolidation or merger, the Registered
Holder had held the number of shares of Common Stock subject to this Warrant.
Notwithstanding the foregoing sentence, in the event the value of the stock,
securities or other assets or property (determined in good faith by the Board
of
Directors of the Company) issuable or payable with respect to one share of
the
Common Stock in connection with such reorganization,
recapitalization, consolidation or merger is in excess of the Purchase Price
in
effect at the time of such reorganization, recapitalization, consolidation
or
merger and securities received in such reorganization, recapitalization,
consolidation or merger, if any, are publicly traded, then this Warrant shall
expire unless exercised prior to such reorganization, recapitalization,
consolidation or merger. In any such case, appropriate adjustment (as determined
in good faith by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interests thereafter of the Registered Holder, to the end that the provisions
set forth in this Section 2 (including provisions with respect to changes
in and other adjustments of the Purchase Price) shall thereafter be applicable,
as nearly as reasonably may be, in relation to any securities, cash or other
property thereafter deliverable upon the exercise of this Warrant.
(e)
Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment of the Purchase Price pursuant to this Section 2, the Company
at its expense shall promptly compute such adjustment or readjustment in
accordance with the terms hereof and furnish to the Registered Holder a
certificate setting forth such adjustment or readjustment (including the kind
and amount of securities, cash or other property for which this Warrant shall
be
exercisable and the Purchase Price) and showing in detail the facts upon which
such adjustment or readjustment is based. The Company shall, upon the written
request at any time of the Registered Holder, furnish or cause to be furnished
to the Registered Holder a certificate setting forth (i) the Purchase Price
then in effect and (ii) the number of shares of Common Stock and the
amount, if any, of other securities, cash or property which then would be
received upon the exercise of this Warrant.
5
3.
Fractional Shares.
The
Company shall not be required upon the exercise of this Warrant to issue any
fractional shares, but shall make an adjustment therefor in cash on the basis
of
the Fair Market Value per share of Common Stock, as determined pursuant to
subsection 1(b) above.
4.
Requirements for Transfer. (a)
For a
period of six months after the issuance date of this Warrant (which shall not
be
earlier than the closing date of the offering pursuant to which this Warrant
is
being issued), neither this Warrant nor any Warrant Shares issued upon exercise
of this Warrant shall
be
sold, transferred, assigned, pledged, or hypothecated, or be the subject of any
hedging, short sale, derivative, put, or call transaction that would result
in
the effective economic disposition of the securities by any person for a period
of 180 days immediately following the date of effectiveness or commencement
of
sales of the offering pursuant to which this Warrant is being issued, except
the
transfer of any security:
(i)
by
operation of law or by reason of reorganization of the Company;
(ii)
to
any NASD member firm participating in the offering and the officers or partners
thereof, if all securities so transferred remain subject to the lock-up
restriction in subparagraph 4(a) above for the remainder of the time period;
(iii)
if
the aggregate amount of securities of the Company held by Shoreline Pacific
or
related person do not exceed 1% of the securities being offered;
(iv)
that
is beneficially owned on a pro-rata basis by all equity owners of an investment
fund, provided that no participating member manages or otherwise directs
investments by the fund, and participating members in the aggregate do not
own
more than 10% of the equity in the fund;
(v)
the
exercise or conversion of any security, if all securities received remain
subject to the lock-up restriction in subparagraph (g)(1) above for the
remainder of the time period.
(b)
Subject to the foregoing restrictions, the Company agrees that, at any time
or
times hereafter (but not more than six (6) years after October 15, 2006), as
and
when it intends to register any of its securities under the Securities Act
of
1933, as amended (the “Securities Act”) (except in connection with an offering
on Form S-8 or an offering solely related to an acquisition or exchange on
a
Form S-4 or any subsequent similar form) the Company will notify the Holder
of
such intention and, upon request from the Holder, will use its reasonable best
efforts to cause the Warrant Shares designated by the Holder to be registered
for resale under the Securities Act. The number of Warrant Shares to be included
in such offering may be reduced if and to the extent that the underwriter of
securities included in the registration statement and offered by the Company
shall be of the opinion that such inclusion would adversely affect the marketing
of the securities to be sold by the Company therein; provided, however, that
the
percentage of the reduction of such Warrant Shares shall be no greater than
the
percentage reduction of securities of other selling stockholders, as such
percentage reductions are determined in the good faith judgment of the Company.
The Company will use its reasonable best efforts to keep such registration
statement (or another registration statement for such purpose) in effect until
at least the second anniversary of the Original Issue Date.
6
5.
No Impairment.
The
Company will not, by amendment of its charter or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of
all
such action as may be necessary or appropriate in order to protect the rights
of
the holder of this Warrant against impairment.
6.
Notices of Record Date, etc.
In the
event:
(a)
the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time deliverable upon the exercise of this Warrant) for
the
purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares
of
stock of any class or any other securities, or to receive any other right;
(b)
of
any capital reorganization of the Company, any reclassification of the Common
Stock of the Company, any consolidation or merger of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the surviving entity and its Common Stock is not converted into or exchanged
for any other securities or property), or any transfer of all or substantially
all of the assets of the Company; or
(c)
of
the voluntary or involuntary dissolution, liquidation or winding-up of the
Company,
then,
and
in each such case, the Company will mail or cause to be mailed to the Registered
Holder a notice specifying, as the case may be, (i) the record date for such
dividend, distribution or right, and the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation
or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at
the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation
or
winding-up. Such notice shall be mailed at least ten days prior to the record
date or effective date for the event specified in such notice.
7
7.
Reservation of Stock.
The
Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of this Warrant, such number of Warrant Shares and
other securities, cash and/or property, as from time to time shall be issuable
upon the exercise of this Warrant.
8.
Exchange of Warrants.
Upon the
surrender by the Registered Holder, properly endorsed, to the Company at the
principal office of the Company, the Company will, subject to the provisions
of
Section 4 hereof, issue and deliver to or upon the order of such Holder, at
the
Company’s expense, a new Warrant or Warrants of like tenor, in the name of the
Registered Holder or as the Registered Holder (upon payment by the Registered
Holder of any applicable transfer taxes) may direct, calling in the aggregate
on
the face or faces thereof for the number of shares of Common Stock (or other
securities, cash and/or property) then issuable upon exercise of this
Warrant.
9.
Replacement of Warrants.
Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft or
destruction) upon delivery of an indemnity agreement (with surety if reasonably
required) in an amount reasonably satisfactory to the Company, or (in the case
of mutilation) upon surrender and cancellation of this Warrant, the Company
will
issue, in lieu thereof, a new Warrant of like tenor.
10.
Transfers, etc.
(a)
The
Company will maintain a register containing the name and address of the
Registered Holder of this Warrant. The Registered Holder may change its or
his
address as shown on the warrant register by written notice to the Company
requesting such change.
(b)
Subject to compliance with applicable securities laws, the legend set forth
at
the top of this Warrant and the provisions of Section 4 hereof, this Warrant
and
all rights hereunder are transferable, in whole or in part, upon surrender
of
this Warrant with a properly executed assignment (in the form of Exhibit II
hereto) at the principal office of the Company.
(c)
Until
any transfer of this Warrant is made in the warrant register, the Company may
treat the Registered Holder as the absolute owner hereof for all purposes;
provided, however, that if and when this Warrant is properly assigned in blank,
the Company may (but shall not be obligated to) treat the bearer hereof as
the
absolute owner hereof for all purposes, notwithstanding any notice to the
contrary.
8
11.
Representations of the Registered Holder.
The
Registered Holder of this Warrant represents and warrants to the Company as
follows:
(a)
Investment. The Registered Holder is acquiring this Warrant and the
Warrant Shares issuable upon the exercise of this Warrant, for its own account
for investment and not with a view to, or for sale in connection with, any
distribution thereof, nor with any present intention of distributing or selling
the same, except as otherwise may be permitted under applicable securities
laws.
(b)
Authority. The Registered Holder has full power and authority to enter
into and to perform this Warrant in accordance with its terms. The Registered
Holder has not been organized specifically for the purpose of investing in
the
Company.
(c)
Accredited Investor. The Registered Holder is an Accredited Investor
within the definition set forth in Rule 501(a) promulgated under the Securities
Act.
12.
Mailing of Notices, etc.
All
notices and other communications from the Company to the Registered Holder
shall
be mailed by first-class certified or registered mail, postage prepaid, to
the
address last furnished to the Company in writing by the Registered Holder.
All
notices and other communications from the Registered Holder or in connection
herewith to the Company shall be mailed by first-class certified or registered
mail, postage prepaid, to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office
to
a place other than as set forth below, it shall give prompt written notice
to
the Registered Holder and thereafter all references in this Warrant to the
location of its principal office at the particular time shall be as so specified
in such notice.
13.
No Rights as Stockholder.
Until
the exercise of this Warrant, the Registered Holder shall not have or exercise
any rights by virtue hereof as a stockholder of the Company. Notwithstanding
the
foregoing, in the event (i) the Company effects a split of the Common Stock
by means of a stock dividend and the Purchase Price of and the number of Warrant
Shares are adjusted as of the date of the distribution of the dividend (rather
than as of the record date for such dividend), and (ii) the Registered
Holder exercises this Warrant between the record date and the distribution
date
for such stock dividend, the Registered Holder shall be entitled to receive,
on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such exercise, notwithstanding the fact that such shares
were not outstanding as of the close of business on the record date for such
stock dividend.
14.
Change or Waiver.
Any term
of this Warrant may be changed or waived only by an instrument in writing signed
by the party against which enforcement of the change or waiver is sought.
9
15.
Section Headings.
The
section headings in this Warrant are for the convenience of the parties and
in
no way alter, modify, amend, limit or restrict the contractual obligations
of
the parties.
16.
Governing Law.
This
Warrant will be governed by and construed in accordance with the internal laws
of the State of New York (without reference to the conflicts of law provisions
thereof).
EXECUTED
as of the Date of Issuance indicated above.
| Apollo Gold Corp. | ||
| |
|
|
| By: | ||
| Title: | ||
ATTEST:
10
EXHIBIT
I
PURCHASE
FORM
| To:_________________ |
Dated:____________
|
The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No. ___), hereby irrevocably elects to purchase (check
applicable box):
|
o
|
_____
shares of the Common Stock covered by such Warrant;
or
|
|
o
|
the
maximum number of shares of Common Stock covered by such Warrant
pursuant
to the cashless exercise procedure set forth in
Section 1(b).
|
The
undersigned herewith makes payment of the full purchase price for such shares
at
the price per share provided for in such Warrant, which is $________. Such
payment takes the form of (check
applicable box or boxes):
|
o
|
$______
in lawful money of the United States;
and/or
|
|
o
|
the
cancellation of such portion of the attached Warrant as is exercisable
for
a total of _____ Warrant Shares (using a Fair Market Value of $_____
per
share for purposes of this calculation);
and/or
|
|
o
|
the
cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in Section 1(b), to exercise
this Warrant with respect to the maximum number of Warrant Shares
purchasable pursuant to the cashless exercise procedure set forth
in
Section 1(b).
|
The
undersigned hereby makes the representations set forth on Exhibit III of the
Warrant.
Signature: _____________________
Address: ______________________
______________________
11
EXHIBIT
II
ASSIGNMENT
FORM
FOR
VALUE
RECEIVED, ________________________________________ hereby sells, assigns and
transfers all of the rights of the undersigned under the attached Warrant (No.
____) with respect to the number of shares of Common Stock covered thereby
set
forth below, unto:
|
Name
of Assignee
|
Address
|
No.
of Shares
|
||
Dated:
_____________________
Signature:
________________________________
Signature
Guaranteed:
By:
_______________________
The
signature should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership
in
an approved signature guarantee medallion program) pursuant to Rule 17Ad-15
under the Securities Exchange Act of 1934.
12
Exhibit
III
INVESTMENT
REPRESENTATION
This
agreement must be completed, signed and returned to Alteon Inc. along with
the
Purchase Form before the Common Stock issuable upon exercise of this Warrant
will be issued.
The
undersigned, __________________________
("Purchaser"),
intends to acquire
shares
of the Common Stock (the "Common Stock") of Alteon Inc. (the "Company") from
the
Company pursuant to the exercise or conversion of a certain Warrant to purchase
Common Stock held by Purchaser. The Common Stock will be issued to Purchaser
in
a transaction not involving a public offering and pursuant to an exemption
from
registration under the Securities Act of 1933, as amended (the "Securities
Act")
and applicable state securities laws. In connection with such purchase and
in
order to comply with the exemptions from registration relied upon by the
Company, Purchaser represents, warrants and agrees as follows:
Purchaser
is acquiring the Common Stock for its own account for investment and not with
a
view to, or for sale in connection with, any distribution thereof, nor with
any
present intention of distributing or selling the same, except as otherwise
may
be permitted under applicable securities laws.
Purchaser
has full power and authority to enter into and to perform the Purchase Form
to
which this letter is attached. Purchaser has not been organized specifically
for
the purpose of investing in the Company.
Purchaser
is an Accredited Investor within the definition set forth in Rule 501(a)
promulgated under the Securities Act.
Purchaser
has been advised that the Common Stock has not been registered under the
Securities Act or state securities laws on the ground that this transaction
is
exempt from registration, and that reliance by the Company on such exemptions
is
predicated in part on Purchaser's representations set forth in this
letter.
Purchaser
has been informed that under the Securities Act, the Common Stock must be held
indefinitely unless it is subsequently registered under the Securities Act
or
unless an exemption from such registration (such as Rule 144) is available
with
respect to any proposed transfer or disposition by Purchaser of the Common
Stock. Purchaser further agrees that the Company may refuse to permit Purchaser
to sell, transfer or dispose of the Common Stock (except as permitted under
Rule
144) unless there is in effect a registration statement under the Securities
Act
and any applicable state securities laws covering such transfer, or unless
Purchaser furnishes an opinion of counsel reasonably satisfactory to counsel
for
the Company, to the effect that such registration is not required.
13
Purchaser
also understands and agrees that there will be placed on the certificate(s)
for
the Common Stock, or any substitutions therefor, a legend stating in
substance:
"The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any state
securities laws. These shares have been acquired for investment and may not
be
sold or otherwise transferred in the absence of an effective registration
statement for these shares under the Securities Act and applicable state
securities laws, or an opinion of counsel satisfactory to the Company that
registration is not required and that an applicable exemption is
available."
14
Purchaser
has carefully read this letter and has discussed its requirements and other
applicable limitations upon Purchaser's resale of the Common Stock with
Purchaser's counsel.
| Very truly yours, | |
|
By:
|
