THE 1933 ACT OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED FOR
SALE, SOLD, ASSIGNED OR TRANSFERRED UNLESS (A) SUBSEQUENTLY REGISTERED
THEREUNDER, (B) SUCH INVESTOR SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF
COUNSEL, IN A FORM GENERALLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH
REGISTRABLE SECURITIES TO BE SOLD, ASSIGNED OR TRANSFERRED MAY BE SOLD, ASSIGNED
OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, OR (C) SUCH
INVESTOR SHALL HAVE SATISFIED THE REQUIREMENTS OF RULE 144(K) PROMULGATED UNDER
THE 1933 ACT, AS AMENDED (OR A SUCCESSOR RULE THERETO); (II) ANY SALE OF THE
REGISTRABLE SECURITIES MADE IN RELIANCE ON RULE 144 OR RULE 144A PROMULGATED
UNDER THE 1933 ACT, AS AMENDED (OR A SUCCESSOR RULE THERETO) (COLLECTIVELY,
"RULE 144"), MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF RULE 144 AND
FURTHER, IF RULE 144 IS NOT APPLICABLE, ANY RESALE OF THE REGISTRABLE SECURITIES
UNDER CIRCUMSTANCES IN WHICH THE SELLER (OR THE PERSON (AS DEFINED IN SECTION
1(C)) 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) NEITHER THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY OBLIGATION TO
REGISTER THE SECURITIES UNDER THE 1933 ACT OR ANY STATE SECURITIES LAWS OR TO
COMPLY WITH THE TERMS AND CONDITIONS OF ANY EXEMPTION THEREUNDER.
THE
REGISTRABLE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT OR OTHER BONA FIDE LOAN SECURED BY THE REGISTRABLE SECURITIES AND SUCH
PLEDGE OF REGISTRABLE SECURITIES SHALL NOT BE DEEMED TO BE A TRANSFER, SALE OR
ASSIGNMENT OF THE REGISTRABLE SECURITIES HEREUNDER, AND THE INVESTOR EFFECTING A
PLEDGE OF REGISTRABLE SECURITIES SHALL BE REQUIRED TO PROVIDE THE COMPANY WITH
ANY NOTICE THEREOF OR OTHERWISE MAKE ANY DELIVERY TO THE COMPANY PURSUANT TO
THIS AGREEMENT OR THE AMENDMENT AGREEMENT , INCLUDING, WITHOUT LIMITATION, THIS
SECTION 9A.; PROVIDED, THAT IN ORDER TO MAKE ANY SALE, TRANSFER OR ASSIGNMENT OF
REGISTRABLE SECURITIES, SUCH INVESTOR AND ITS PLEDGEE MAKES SUCH DISPOSITION IN
ACCORDANCE WITH OR PURSUANT TO A REGISTRATION STATEMENT OR AN EXEMPTION UNDER
THE 1933 ACT.
NOTWITHSTANDING THE FOREGOING, NO INVESTOR SHALL TRANSFER ANY
REGISTRABLE SECURITIES OTHER THAN TO AN AFFILIATE OF SUCH INVESTOR.
B.
SUCH INVESTOR UNDERSTANDS THAT THE CERTIFICATES OR OTHER INSTRUMENTS
REPRESENTING THE COMMON SHARES AND, UNTIL SUCH TIME AS THE SALE OF THE
REGISTRABLE SECURITIES HAVE BEEN REGISTERED UNDER THE 1933 ACT AS CONTEMPLATED
BY THE REGISTRATION RIGHTS AGREEMENT, THE STOCK CERTIFICATES REPRESENTING THE
REGISTRABLE SECURITIES, 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):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES