AGREEMENT AND SHALL HAVE THE RIGHTS OF
A PURCHASER UNDER THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.
(B)
LEGENDS.
CERTIFICATES EVIDENCING THE SHARES 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):
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.
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 SHARES,
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 SHARES OR FOR ANY AGREEMENT, UNDERSTANDING OR ARRANGEMENT BETWEEN
ANY PURCHASER AND ITS PLEDGEE OR SECURED PARTY. THE COMPANY'S INDEMNIFICATION
OBLIGATIONS PURSUANT TO THIS AGREEMENT SHALL NOT EXTEND TO ANY PROCEEDING OR
LOSSES ARISING OUT OF OR RELATED TO THIS SECTION 4.1(B). AT THE APPROPRIATE
PURCHASER'S EXPENSE, THE COMPANY WILL EXECUTE AND DELIVER SUCH REASONABLE
DOCUMENTATION AS A PLEDGEE OR SECURED PARTY OF SHARES MAY REASONABLY REQUEST IN
CONNECTION WITH A PLEDGE OR TRANSFER OF THE SHARES INCLUDING THE PREPARATION AND
FILING OF ANY REQUIRED PROSPECTUS SUPPLEMENT UNDER RULE 423(B)(3) OF THE
SECURITIES ACT OR OTHER APPLICABLE PROVISION OF THE SECURITIES ACT TO
APPROPRIATELY AMEND THE LIST OF SELLING SHAREHOLDERS THEREUNDER.
EACH PURCHASER
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS OTHERWISE PROVIDED IN SECTION 4.1(C),
ANY SHARES SUBJECT TO A PLEDGE OR SECURITY INTEREST AS CONTEMPLATED BY THIS
SECTION 4.1(B) SHALL CONTINUE TO
16
bear the legend set forth in this Section 4.1(b) and be subject to the
restrictions on transfer set forth in Section 4.1(a).
(c)
Removal of Legends.
The legend set forth in Section 4.1(b) above
shall be removed and the Company