(A) DELIVER TO THE TRANSFER AGENT FOR THE
COMMON STOCK (THE "COMMON STOCK") OF THE COMPANY (THE "TRANSFER AGENT")
IRREVOCABLE INSTRUCTIONS THAT THE TRANSFER AGENT SHALL REISSUE A CERTIFICATE
REPRESENTING SHARES OF COMMON STOCK WITHOUT LEGENDS UPON RECEIPT BY SUCH
TRANSFER AGENT OF THE LEGENDED CERTIFICATES FOR SUCH SHARES, TOGETHER WITH
EITHER (1) A CUSTOMARY REPRESENTATION BY THE PURCHASER THAT RULE 144(K) APPLIES
TO THE SHARES OF COMMON STOCK REPRESENTED THEREBY OR (2) A STATEMENT BY THE
PURCHASER THAT SUCH PURCHASER HAS SOLD THE SHARES OF COMMON STOCK REPRESENTED
THEREBY IN ACCORDANCE WITH THE PLAN OF DISTRIBUTION CONTAINED IN THE
REGISTRATION STATEMENT AND, IF APPLICABLE, IN ACCORDANCE WITH ANY PROSPECTUS
DELIVERY REQUIREMENTS, AND (B) CAUSE ITS COUNSEL TO DELIVER TO THE TRANSFER
AGENT ONE OR MORE BLANKET OPINIONS TO THE EFFECT THAT THE REMOVAL OF SUCH
LEGENDS IN SUCH CIRCUMSTANCES MAY BE EFFECTED UNDER THE SECURITIES ACT.
FROM
AND AFTER THE EARLIER OF SUCH DATES, UPON A PURCHASER'S WRITTEN REQUEST, THE
COMPANY SHALL PROMPTLY, AND IN ANY EVENT BY THE THIRD TRADING DAY FOLLOWING THE
SHARE DELIVERY DATE (AS DEFINED BELOW), CAUSE CERTIFICATES EVIDENCING THE
PURCHASER'S SHARES TO BE REPLACED WITH CERTIFICATES WHICH DO NOT BEAR SUCH
RESTRICTIVE LEGENDS.
IF A PURCHASER SHALL MAKE A SALE OR TRANSFER OF SHARES
EITHER (X) PURSUANT TO RULE 144 OR (Y) PURSUANT TO A REGISTRATION STATEMENT AND
IN EACH CASE SHALL HAVE DELIVERED TO THE TRANSFER AGENT THE CERTIFICATE
REPRESENTING SHARES CONTAINING A RESTRICTIVE LEGEND WHICH ARE THE SUBJECT OF
SUCH SALE OR TRANSFER AND A REPRESENTATION LETTER IN CUSTOMARY FORM (THE DATE OF
SUCH SALE OR TRANSFER AND SHARE DELIVERY BEING THE "SHARE DELIVERY DATE") AND
(1) THE COMPANY SHALL FAIL TO DELIVER OR CAUSE TO BE DELIVERED TO SUCH PURCHASER
A CERTIFICATE REPRESENTING SUCH SHARES THAT IS FREE FROM ALL RESTRICTIVE OR
OTHER LEGENDS BY THE THIRD TRADING DAY FOLLOWING THE SHARE DELIVERY DATE AND (2)
FOLLOWING SUCH THIRD TRADING DAY AFTER THE SHARE DELIVERY DATE AND PRIOR TO THE
TIME SUCH SHARES ARE RECEIVED FREE FROM
RESTRICTIVE LEGENDS, THE PURCHASER, OR ANY THIRD PARTY ON BEHALF OF SUCH
PURCHASER OR FOR THE PURCHASER'S ACCOUNT, PURCHASES (IN AN OPEN MARKET
TRANSACTION OR OTHERWISE) SHARES OF COMMON STOCK TO DELIVER IN SATISFACTION OF A
SALE BY THE PURCHASER OF SUCH SHARES (A "BUY-IN"), THEN THE COMPANY SHALL PAY IN
CASH TO THE PURCHASER (FOR COSTS INCURRED EITHER DIRECTLY BY SUCH PURCHASER OR
ON BEHALF OF A THIRD PARTY) THE AMOUNT BY WHICH THE TOTAL PURCHASE PRICE PAID
FOR COMMON STOCK AS A RESULT OF THE BUY-IN (INCLUDING BROKERAGE COMMISSIONS, IF
ANY) EXCEEDS THE PROCEEDS RECEIVED BY SUCH PURCHASER AS A RESULT OF THE SALE TO
WHICH SUCH BUY-IN RELATES.
THE PURCHASER SHALL PROVIDE THE COMPANY WRITTEN
NOTICE INDICATING THE AMOUNTS PAYABLE TO THE PURCHASER IN RESPECT OF THE BUY-IN.
SURVIVAL OF COVENANTS.
ALL COVENANTS, AGREEMENTS, REPRESENTATIONS AND
WARRANTIES MADE HEREIN AND IN CERTIFICATES DELIVERED PURSUANT HERETO SHALL BE
DEEMED TO HAVE BEEN MATERIAL AND RELIED ON BY THE PARTIES HERETO,
NOTWITHSTANDING