ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144
PROMULGATED UNDER THE 1933 ACT (OR A SUCCESSOR RULE THERETO) ("RULE 144") OR
RULE 144A PROMULGATED UNDER THE 1933 ACT (OR
3
SUCCESSOR RULE THERETO) ("RULE 144A") OR (II) THE BUYER IS NOT AN AFFILIATE OF
THE COMPANY AND THE PURCHASED SHARES CAN THEN BE SOLD BY THE BUYER PURSUANT TO
RULE 144 WITHOUT ANY RESTRICTIONS OR LIMITATIONS THEREUNDER AND WITHOUT
COMPLIANCE WITH THE CURRENT PUBLIC INFORMATION REQUIREMENT THEREOF;
(II)
ANY SALE OF THE PURCHASED SHARES MADE IN
RELIANCE ON RULE 144 OR RULE 144A SHALL BE MADE IN ACCORDANCE WITH THE TERMS OF
RULE 144 OR RULE 144A, AS APPLICABLE, AND, FURTHER, IF RULE 144 OR RULE 144A IS
NOT APPLICABLE, ANY RESALE OF THE PURCHASED SHARES UNDER CIRCUMSTANCES IN WHICH
THE SELLER (OR THE PERSON THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED TO BE AN
UNDERWRITER (AS THAT TERM IS DEFINED IN THE 1933 ACT) MAY REQUIRE COMPLIANCE
WITH SOME OTHER EXEMPTION UNDER THE 1933 ACT OR THE RULES AND REGULATIONS OF THE
SEC THEREUNDER; AND
(III)
EXCEPT AS SET FORTH IN THE REGISTRATION
RIGHTS AGREEMENT, NEITHER THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY
OBLIGATION TO REGISTER THE PURCHASED SHARES UNDER THE 1933 ACT OR ANY STATE
SECURITIES LAWS OR TO COMPLY WITH THE TERMS AND CONDITIONS OF ANY EXEMPTION
THEREUNDER.
The Purchased Shares may be pledged in connection with a bona fide margin
account or other loan or financing arrangement secured by the Purchased Shares
and such pledge of Purchased Shares shall not be deemed to be a transfer, sale
or assignment of the Purchased Shares hereunder, and, except as required by
applicable law, the Buyer shall not be required to provide the Company with any
notice thereof or otherwise make any delivery to the Company pursuant to this
Agreement, including this Section 2(h), in connection with such a pledge.
(i)
Legends.
The Buyer understands that the
stock certificates representing the Purchased Shares, except as set forth below,
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 in violation of
the restrictions on transfer set forth herein):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), 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 1933 ACT OR (B) AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY, IN FORM AND SUBSTANCE REASONABLY ACCEPTABLE TO THE
COMPANY AND THE TRANSFER AGENT FOR THE COMPANY'S COMMON STOCK, THAT REGISTRATION
IS NOT REQUIRED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR
(II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED PURSUANT TO