CERTIFICATES EVIDENCING THE SECURITIES WILL
CONTAIN THE FOLLOWING LEGEND, UNTIL SUCH TIME AS THEY ARE NOT REQUIRED UNDER
SECTION 4.1(C):
[NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION OR
EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT
BEEN REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
[THESE
SECURITIES AND THE SECURITIES ISSUABLE UPON CONVERSION OR EXERCISE OF THESE
SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
MARGIN ACCOUNT SECURED BY SUCH SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT AN INVESTOR MAY FROM TIME TO TIME
PLEDGE, AND/OR GRANT A SECURITY INTEREST 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
20
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 SHAREHOLDERS THEREUNDER.
(C)
CERTIFICATES EVIDENCING UNDERLYING SHARES
AND WARRANT SHARES SHALL NOT CONTAIN ANY LEGEND (INCLUDING THE LEGEND SET FORTH
IN SECTION 4.1(B)): (I) FOLLOWING A SALE OF SUCH SECURITIES PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT (INCLUDING THE REGISTRATION STATEMENT) COVERING
SUCH UNDERLYING SHARES OR WARRANT SHARES, OR (II) FOLLOWING A SALE OF SUCH
SECURITIES PURSUANT TO RULE 144 (ASSUMING THE TRANSFEROR IS NOT AN AFFILIATE OF
THE COMPANY), OR (III) WHILE SUCH SECURITIES ARE ELIGIBLE FOR SALE UNDER RULE
144(K).
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.
THE COMPANY AGREES THAT IT SHALL, WITHIN
THREE