the Securities Act of 1933; provided that this
paragraph shall not be applicable to any Notes which are not "restricted
securities" (as defined in Rule 144 (or any successor thereto) under the
Securities Act).
A-20
Your Signature:
(Sign exactly as your name appears on the other side of this Note)
Date:
Medallion Signature Guarantee:
A-21
EXHIBIT B
FORM OF RESTRICTED COMMON STOCK LEGEND AND
IAI COMMON STOCK LEGEND
[IAI Common Stock Legend]
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT.
IN NO EVENT
MAY THIS SECURITY BE SOLD, ASSIGNED, PLEDGED, LOANED HEDGED OR OTHERWISE
DISPOSED OF OR ENCUMBERED (COLLECTIVELY, A "TRANSFER") BY AN INITIAL PURCHASER
PRIOR TO MAY
, 2010; PROVIDED, HOWEVER, THAT AN INITIAL PURCHASER
MAY TRANSFER A NOTE PRIOR TO SUCH TIME (1) TO A PERMITTED TRANSFEREE, PROVIDED
THAT SUCH TRANSFEREE AND AGREES TO BE BOUND BY THE TRANSFER PROVISIONS OF THE
INDENTURE AND THE PURCHASE AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AND
THE TRANSFERRING HOLDER AGREES TO CONTINUE TO BE SO BOUND OR (2) OTHERWISE
PURSUANT TO THE TERMS OF SECTION 8.1 OF THE PURCHASE AGREEMENT.
ANY INITIAL
PURCHASER HOLDING THIS NOTE AGREES THAT IT WILL NOT PRIOR TO THE DATE THAT IS
SIX MONTHS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS NOTE EVIDENCED
HEREBY AND THE LAST DATE ON WHICH THE COMPANY OR ANY "AFFILIATE" (AS DEFINED IN
RULE 144 UNDER THE SECURITIES ACT) OF THE COMPANY WAS THE OWNER OF THE SECURITY
RESELL OR OTHERWISE TRANSFER THIS SECURITY EVIDENCED HEREBY OTHER THAN DURING
THE TIMES DESCRIBED IN THE
PURCHASE AGREEMENT AND ONLY PURSUANT TO (1) A
TRANSFER TO THE COMPANY, (2) A PERMITTED TRANSFER,
(3) SO LONG AS THIS SECURITY
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN
ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS
GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, (4) IN AN OFFSHORE TRANSACTION (AS DEFINED IN REGULATION S UNDER THE
SECURITIES ACT) IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT,
(5) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED
BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, (6) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR (7) A TRANSFER THAT IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT..
THIS LEGEND SHALL BE REMOVED, AND REPLACED BY A NEW LEGEND, IN
EACH CASE IF APPLICABLE, UPON THE TRANSFER OF THE SECURITY EVIDENCED HEREBY
PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE.
IF THE PROPOSED TRANSFER IS
PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY CLAUSE (5) ABOVE, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE SUCH CERTIFICATIONS,
LEGAL OPINIONS OR OTHER INFORMATION AS THE