AGREEMENT.
(B)
ABILITY TO BEAR RISK. THE
EMPLOYEE REPRESENTS AND WARRANTS AS FOLLOWS:
(I)
THE EMPLOYEE UNDERSTANDS THAT THE RIGHTS OF FIRST REFUSAL AND OTHER
TRANSFER RESTRICTIONS THAT APPLY TO THE SHARES MAY EFFECTIVELY PRECLUDE THE
TRANSFER OF ANY OF THE SHARES PRIOR TO A PUBLIC OFFERING;
(II)
THE FINANCIAL SITUATION OF
THE EMPLOYEE IS SUCH THAT HE OR SHE CAN AFFORD TO BEAR THE ECONOMIC RISK OF
HOLDING THE SHARES FOR AN INDEFINITE PERIOD;
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(III)
THE EMPLOYEE CAN AFFORD TO
SUFFER THE COMPLETE LOSS OF HIS OR HER INVESTMENT IN THE SHARES; AND
(IV)
THE EMPLOYEE UNDERSTANDS THAT
THE COMPANY'S FINANCING AGREEMENTS MAY RESTRICT THE ABILITY OF THE COMPANY TO
REPURCHASE THE SHARES PURSUANT TO SECTION 5 AND THAT THE COMPANY AND ITS
SUBSIDIARIES MAY ENTER INTO OR AMEND, REFINANCE OR ENTER INTO NEW FINANCING
AGREEMENTS WITHOUT REGARD TO THE IMPACT ON THE COMPANY'S ABILITY TO REPURCHASE
THE SHARES.
(C)
VOLUNTARY PURCHASE. THE
EMPLOYEE REPRESENTS AND WARRANTS THAT THE EMPLOYEE IS PURCHASING THE SHARES
VOLUNTARILY.
(D)
NO RIGHT TO AWARDS. THE EMPLOYEE
ACKNOWLEDGES AND AGREES THAT THE SALE OF THE SHARES AND THE GRANT OF ANY OPTIONS
THAT ARE AWARDED TO THE EMPLOYEE IN CONNECTION WITH THE PURCHASE OF THE SHARES
(I) ARE BEING MADE ON AN EXCEPTIONAL BASIS AND ARE NOT INTENDED TO BE RENEWED OR
REPEATED, (II) ARE ENTIRELY VOLUNTARY ON THE PART OF THE COMPANY AND ITS
SUBSIDIARIES AND (III) SHOULD NOT BE CONSTRUED AS CREATING ANY OBLIGATION ON THE
PART OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO OFFER ANY SECURITIES IN THE
FUTURE.
(E)
INVESTMENT INTENTION. THE
EMPLOYEE REPRESENTS AND WARRANTS THAT THE EMPLOYEE IS ACQUIRING THE SHARES
SOLELY FOR HIS OR HER OWN ACCOUNT FOR INVESTMENT AND NOT ON BEHALF OF ANY OTHER
PERSON OR WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY DISTRIBUTION OF
THE SHARES.
(F)
SECURITIES LAW MATTERS. THE
EMPLOYEE ACKNOWLEDGES AND REPRESENTS AND WARRANTS THAT THE EMPLOYEE UNDERSTANDS
THAT:
(I)
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE
OR NON-UNITED STATES SECURITIES OR "BLUE SKY" LAWS;
(II)
IT IS NOT ANTICIPATED THAT
THERE WILL BE ANY PUBLIC MARKET FOR THE SHARES;
(III)
THE SHARES MUST BE HELD
INDEFINITELY AND THE EMPLOYEE MUST CONTINUE TO BEAR THE ECONOMIC RISK OF THE
INVESTMENT IN THE SHARES UNLESS THE SHARES ARE SUBSEQUENTLY REGISTERED UNDER
APPLICABLE SECURITIES AND OTHER LAWS OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE;
(IV)
THE COMPANY IS UNDER NO
OBLIGATION TO REGISTER THE SHARES OR TO MAKE AN EXEMPTION FROM REGISTRATION
AVAILABLE; AND
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(V)
A RESTRICTIVE LEGEND SHALL BE
PLACED ON ANY CERTIFICATES REPRESENTING THE SHARES THAT MAKES CLEAR THAT THE
SHARES ARE SUBJECT TO THE RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THIS
AGREEMENT AND A NOTATION SHALL BE MADE IN THE APPROPRIATE RECORDS OF THE COMPANY
OR ANY TRANSFER AGENT INDICATING THAT THE SHARES ARE SUBJECT TO SUCH
RESTRICTIONS.
(G)
VOTING PROXY. BY ENTERING INTO
THIS AGREEMENT AND PURCHASING THE SHARES, THE EMPLOYEE HEREBY IRREVOCABLY