IN SOME OR ALL OF THE SECURITIES
PURSUANT TO A BONA FIDE MARGIN AGREEMENT IN CONNECTION WITH A BONA FIDE MARGIN
ACCOUNT AND, IF REQUIRED UNDER THE TERMS OF SUCH AGREEMENT OR ACCOUNT, SUCH
INVESTOR MAY TRANSFER PLEDGED OR SECURED SECURITIES TO THE PLEDGEES OR SECURED
PARTIES.
SUCH A PLEDGE OR TRANSFER 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 MAY BE REQUIRED IN CONNECTION WITH A SUBSEQUENT TRANSFER FOLLOWING
DEFAULT BY THE INVESTOR TRANSFEREE OF THE PLEDGE.
NO NOTICE SHALL BE REQUIRED
OF SUCH PLEDGE.
AT THE APPROPRIATE INVESTOR'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 424(B)(3) OF THE SECURITIES ACT OR OTHER APPLICABLE
PROVISION OF THE SECURITIES ACT TO APPROPRIATELY AMEND THE LIST OF SELLING
STOCKHOLDERS THEREUNDER.
(C)
CERTIFICATES EVIDENCING THE SHARES SHALL NOT CONTAIN ANY LEGEND
(INCLUDING THE LEGEND SET FORTH IN SECTION 4.1(B)): (I) FOLLOWING A SALE OR
TRANSFER OF SUCH SHARES PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
(INCLUDING THE REGISTRATION STATEMENT), OR (II) FOLLOWING A SALE OR TRANSFER OF
SUCH SHARES PURSUANT TO RULE 144 (ASSUMING THE TRANSFEROR IS NOT AN AFFILIATE OF
THE COMPANY), OR (III) WHILE SUCH SHARES ARE ELIGIBLE FOR SALE UNDER RULE
144(K), OR (IV) IF SUCH LEGEND IS NOT REQUIRED UNDER APPLICABLE REQUIREMENTS OF
THE SECURITIES ACT (INCLUDING JUDICIAL INTERPRETATIONS AND PRONOUNCEMENTS ISSUED
BY THE STAFF OF THE COMMISSION).
UPON THE EARLIER OF (I) THE EFFECTIVE DATE OR
(II) RULE 144(K) BECOMING AVAILABLE FOR THE RESALE OF REGISTRABLE SECURITIES,
COMPANY SHALL (A) DELIVER TO THE TRANSFER AGENT FOR THE COMMON STOCK (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 INVESTOR THAT RULE 144(K)
APPLIES TO THE SHARES OF COMMON STOCK REPRESENTED THEREBY OR (2) A STATEMENT BY
THE INVESTOR THAT SUCH INVESTOR HAS SOLD THE SHARES OF COMMON STOCK REPRESENTED
THEREBY IN ACCORDANCE WITH THE PLAN OF DISTRIBUTION CONTAINED IN THE
REGISTRATION STATEMENT, 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 AN INVESTOR'S WRITTEN REQUEST, THE
COMPANY SHALL PROMPTLY CAUSE CERTIFICATES EVIDENCING THE INVESTOR'S SHARES TO BE
REPLACED WITH CERTIFICATES WHICH DO NOT BEAR SUCH RESTRICTIVE LEGENDS.
WHEN THE
COMPANY IS REQUIRED TO CAUSE UNLEGENDED CERTIFICATES TO REPLACE PREVIOUSLY
ISSUED LEGENDED CERTIFICATES UNDER THIS SECTION, IF UNLEGENDED CERTIFICATES ARE
NOT DELIVERED TO AN INVESTOR WITHIN