( a ) organization. pediatrx represents that it is an entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its organization, has not been organized, reorganized or recapitalized specifically for the purpose of investing in apricus and has all corporate power and authority to enter into this termination agreement and to consummate the transactions contemplated hereby and thereby. ( b ) validity. the execution, delivery and performance of this termination agreement, and the consummation by pediatrx of the transactions contemplated hereby, have been duly authorized by all necessary corporate actions on the part of pediatrx. this termination agreement has been duly executed and delivered by pediatrx and constitutes a valid and binding obligation of pediatrx, enforceable against it in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors ’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. ( c ) investment representations and warranties. pediatrx understands and agrees that ( i ) the offering and sale of the shares has not been registered under the securities act of 1933, as amended, and the applicable rules and regulations thereunder ( the “ securities act ” ) and, therefore, cannot be resold unless they are registered under the securities act or unless an exemption from registration is available ; and ( ii ) the issuance of the shares is being made in reliance on federal and state exemptions for transactions not involving a public offering, which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of pediatrx ’ s representations as expressed herein. ( d ) restricted securities. ( i ) pediatrx understands that the shares will be characterized as “ restricted securities ” under the federal securities laws inasmuch as they are being acquired from apricus in a private placement under section 4 ( 2 ) of the securities act and that under such laws and applicable regulations the shares may be resold without registration under the securities act only in certain limited circumstances. pediatrx further agrees that any certificates representing the shares ( each, a “ certificate ” ) shall bear a restrictive legend in substantially the following form ( the “ restrictive legend ” ) : these securities have not been