BG » Topics » Common Shares

This excerpt taken from the BG 8-K filed Nov 7, 2007.
Common Shares”) or securities convertible into or exchangeable or exercisable for any Common Shares, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares or Common Shares, whether any such aforementioned transaction is to be settled by delivery of the Shares or Common Shares or such other securities, in cash or otherwise, or publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of the Underwriter. In addition, the undersigned agrees that, without the prior written consent of the Underwriter, it will not, during the period commencing on the date hereof and ending 90 days after the Public Offering Date, make any demand for or exercise any right with respect to, the registration of any Shares or Common Shares or any security convertible into or exercisable or exchangeable for the Common Shares.

The following shall not be subject to this agreement: (a) transactions relating to the Shares or Common Shares or other securities acquired in open market transactions after the Public Offering Date, (b) the cashless exercise of an option outstanding as of the date hereof, (c) transfers of Shares or Common Shares by gift, will or intestacy, including, without limitation transfers to a Privileged Relation (as defined below) of the undersigned or to a settlement or trust established under the laws of any country, (d) transfers to affiliates (as defined in Regulation C under the Securities Act of 1933, as amended) of the undersigned, (e) transfers as a distribution to limited partners, members or shareholders of the undersigned, and, in the case of a settlement or trust, to the beneficiaries thereof, (f) transfers occurring by operation of law, (g) pledges of Shares or Common Shares to a bank or other financial institution or (h) transfers of Shares or






Common Shares, that together with any other such transfers by the undersigned pursuant to this clause (h) do not exceed 25,000 Shares or Common Shares in the aggregate, provided that the Underwriter receives one day’s notice for any transfer pursuant to this clause (h); provided, further, that any transferee or pledgee pursuant to clauses (c) through (g) of this sentence shall, prior to such transfer, execute a lock-up agreement in substantially the form hereof covering the remainder of the 90-day period referred to herein and (ii) no filing by any party, including any donor, donee, transferor or transferee, under Section 16(a) of the Securities Exchange Act of 1934, as amended, shall be required or shall be made voluntarily in connection with any transferee or pledgee, other than a filing on a Form 5. For purposes of this Agreement, “Privileged Relation” in relation to an individual means his or her spouse and any relative of such individual with a common ancestor up to the fourth degree (including adopted children who have been adopted as a minor and step-children who have acquired that relationship with such individual or with any such relative as a minor) and any spouse of any such relative.

Any Common Shares received upon exercise of options granted to the undersigned will also be subject to this Agreement.

In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of Shares or Common Shares if such transfer would constitute a violation or breach of this Agreement.






This Agreement shall be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before November 16, 2007 or the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares.


Very truly yours,












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