OF THE
SEC THEREUNDER; AND (III) NEITHER THE COMPANY
3
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 SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER BONA FIDE LOAN SECURED BY
THE SECURITIES AND SUCH PLEDGE OF SECURITIES SHALL NOT BE DEEMED TO BE A
TRANSFER, SALE OR ASSIGNMENT OF THE SECURITIES HEREUNDER, AND NO BUYER EFFECTING
A PLEDGE OF 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 ANY OTHER TRANSACTION DOCUMENT, INCLUDING, WITHOUT LIMITATION, THIS SECTION
2(F); PROVIDED, THAT IN ORDER TO MAKE ANY SALE, TRANSFER OR ASSIGNMENT OF
SECURITIES, SUCH BUYER 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 BUYER SHALL TRANSFER ANY PREFERRED SHARES OR
WARRANTS OTHER THAN TO AN AFFILIATE OF SUCH BUYER.
(G)
LEGENDS.
SUCH BUYER UNDERSTANDS THAT THE
CERTIFICATES OR OTHER INSTRUMENTS REPRESENTING THE PREFERRED SHARES AND THE
WARRANTS 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 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 SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR
(B) AN OPINION OF COUNSEL, IN A FORM GENERALLY ACCEPTABLE TO THE COMPANY, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS
OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
BONA FIDE LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
The legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Securities upon which it is
stamped, if, unless otherwise required by state securities laws, (i) such
Securities are registered for sale under the 1933 Act, (ii) in connection with a
sale, assignment or other transfer, such holder provides the Company with an
opinion of counsel, in a generally acceptable form, to the effect that such
sale, assignment or transfer of the Securities may be made without registration
under the 1933 Act, or (iii) such