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 SECURITIES UNDER THE
SECURITIES ACT. AS A CONDITION OF TRANSFER, ANY SUCH TRANSFEREE SHALL AGREE IN
WRITING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND SHALL HAVE THE RIGHTS OF
A PURCHASER UNDER THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.
(B)
LEGENDS. CERTIFICATES EVIDENCING THE SECURITIES SHALL BEAR ANY
LEGEND AS REQUIRED BY THE "BLUE SKY" LAWS OF ANY STATE AND A RESTRICTIVE LEGEND
IN SUBSTANTIALLY THE FOLLOWING FORM, UNTIL SUCH TIME AS THEY ARE NOT REQUIRED
UNDER SECTION 4.1(C):
[NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE
SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED]
WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY
STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED
OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER 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
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR BLUE SKY LAWS AS EVIDENCED
BY A LEGAL OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY.
17
THE COMPANY ACKNOWLEDGES AND AGREES THAT A PURCHASER MAY FROM TIME TO TIME
PLEDGE, AND/OR GRANT A SECURITY INTEREST IN, SOME OR ALL OF THE LEGENDED
SECURITIES IN CONNECTION WITH APPLICABLE SECURITIES LAWS, PURSUANT TO A BONA
FIDE MARGIN AGREEMENT IN COMPLIANCE WITH A BONA FIDE MARGIN LOAN. SUCH A PLEDGE
WOULD NOT BE SUBJECT TO APPROVAL OR CONSENT OF THE COMPANY AND NO LEGAL OPINION
OF LEGAL COUNSEL TO THE PLEDGEE, SECURED PARTY OR PLEDGOR SHALL BE REQUIRED IN
CONNECTION WITH THE PLEDGE, BUT SUCH LEGAL OPINION SHALL BE REQUIRED IN
CONNECTION WITH A SUBSEQUENT TRANSFER OR FORECLOSURE FOLLOWING DEFAULT BY THE
PURCHASER TRANSFEREE OF THE PLEDGE. NO NOTICE SHALL BE REQUIRED OF SUCH PLEDGE,
BUT PURCHASER'S TRANSFEREE SHALL PROMPTLY NOTIFY THE COMPANY OF ANY SUCH
SUBSEQUENT TRANSFER OR FORECLOSURE. EACH PURCHASER ACKNOWLEDGES THAT THE COMPANY
SHALL NOT BE RESPONSIBLE FOR ANY PLEDGES RELATING TO, OR THE GRANT OF ANY
SECURITY INTEREST IN, ANY OF THE SECURITIES OR FOR ANY AGREEMENT, UNDERSTANDING
OR ARRANGEMENT BETWEEN ANY PURCHASER AND ITS PLEDGEE OR SECURED PARTY. AT THE
APPROPRIATE PURCHASER'S EXPENSE, THE COMPANY WILL EXECUTE AND DELIVER SUCH
REASONABLE DOCUMENTATION AS A PLEDGEE OR SECURED PARTY OF SECURITIES MAY
REASONABLY REQUEST IN CONNECTION WITH A PLEDGE OR TRANSFER OF THE SECURITIES,
INCLUDING THE PREPARATION AND FILING OF ANY REQUIRED PROSPECTUS SUPPLEMENT UNDER
RULE 423(B)(3) OF THE