and other legends.
The Company may not make any notation on its
records or give instructions to any transfer agent of the Company that enlarge
the restrictions on transfer set forth in this Section.
(C)
THE COMPANY ACKNOWLEDGES AND AGREES THAT A
PURCHASER MAY FROM TIME TO TIME PLEDGE OR GRANT A SECURITY INTEREST IN SOME OR
ALL OF THE SECURITIES IN CONNECTION WITH A BONA FIDE MARGIN AGREEMENT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES AND, IF REQUIRED UNDER
THE TERMS OF SUCH AGREEMENT, LOAN OR ARRANGEMENT, SUCH PURCHASER MAY TRANSFER
PLEDGED OR SECURED SECURITIES TO THE PLEDGEES OR SECURED PARTIES.
SUCH A PLEDGE
OR TRANSFER WOULD NOT BE SUBJECT TO APPROVAL OF THE COMPANY AND NO LEGAL OPINION
OF THE PLEDGEE, SECURED PARTY OR PLEDGOR SHALL BE REQUIRED IN CONNECTION
THEREWITH.
FURTHER, NO NOTICE SHALL BE REQUIRED OF SUCH PLEDGE.
AT THE
APPROPRIATE PURCHASER'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.
(D)
IN ADDITION TO ANY OTHER RIGHTS AVAILABLE TO
A PURCHASER, IF THE COMPANY FAILS TO DELIVER TO SUCH PURCHASER A CERTIFICATE
REPRESENTING COMMON STOCK BY THE THIRD TRADING DAY AFTER THE DATE ON WHICH
DELIVERY OF SUCH CERTIFICATE IS REQUIRED BY ANY TRANSACTION DOCUMENT, AND IF
AFTER SUCH THIRD TRADING DAY SUCH PURCHASER PURCHASES (IN AN OPEN MARKET
TRANSACTION OR OTHERWISE) SHARES OF COMMON STOCK TO DELIVER IN SATISFACTION OF A
SALE BY SUCH PURCHASER OF THE SHARES THAT THE PURCHASER ANTICIPATED RECEIVING
FROM THE COMPANY (A "BUY-IN"), THEN, IN THE PURCHASER'S SOLE DISCRETION, THE
COMPANY SHALL, WITHIN THREE TRADING DAYS AFTER SUCH PURCHASER'S REQUEST EITHER
(I) PAY CASH TO SUCH PURCHASER IN AN AMOUNT EQUAL TO SUCH PURCHASER'S TOTAL
PURCHASE PRICE (INCLUDING BROKERAGE COMMISSIONS, IF ANY) FOR THE SHARES OF
COMMON STOCK SO PURCHASED (THE "BUY-IN PRICE"), AT WHICH POINT THE COMPANY'S
OBLIGATION TO DELIVER SUCH CERTIFICATE (AND TO ISSUE SUCH COMMON STOCK) SHALL
TERMINATE, OR (II) PROMPTLY HONOR ITS OBLIGATION TO DELIVER TO SUCH PURCHASER A
CERTIFICATE OR CERTIFICATES REPRESENTING SUCH COMMON STOCK AND PAY CASH TO SUCH
PURCHASER IN AN AMOUNT EQUAL TO THE EXCESS (IF ANY) OF THE BUY-IN PRICE OVER THE
PRODUCT OF (A) SUCH NUMBER OF SHARES OF COMMON STOCK, TIMES (B) THE CLOSING
PRICE ON THE DATE OF THE EVENT GIVING RISE TO THE COMPANY'S OBLIGATION TO
DELIVER SUCH CERTIFICATE.
4.2
ACKNOWLEDGMENT OF DILUTION.
THE COMPANY
ACKNOWLEDGES THAT THE ISSUANCE OF THE SECURITIES WILL RESULT IN DILUTION OF THE
OUTSTANDING SHARES OF COMMON STOCK, WHICH DILUTION MAY BE SUBSTANTIAL UNDER
CERTAIN MARKET CONDITIONS.
THE COMPANY FURTHER ACKNOWLEDGES THAT ITS
20
OBLIGATIONS UNDER THE TRANSACTION DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ITS
OBLIGATION TO ISSUE THE SECURITIES PURSUANT TO THE