SUB, INC.) TO
REFLECT THE TRANSFER OF THE GLDD SHARES.
FOR PURPOSES OF THIS AGREEMENT, EACH
GLDD SHARE DELIVERED IN CONSIDERATION OF THE SHARES ACQUIRED BY EXECUTIVE SHALL
BE DEEMED TO HAVE A VALUE OF $603.36 PER SHARE.
(B)
SECTION 83(B) ELECTION.
WITHIN 30 DAYS
AFTER EACH EXECUTIVE PURCHASES ANY INCENTIVE SHARES FROM THE COMPANY, SUCH
EXECUTIVE SHALL MAKE AN EFFECTIVE ELECTION WITH THE INTERNAL REVENUE SERVICE
UNDER SECTION 83(B) OF THE CODE IN THE FORM OF ANNEX A ATTACHED HERETO.
1
2.
Representations and Warranties;
Acknowledgments.
(A)
IN CONNECTION WITH THE PURCHASE AND SALE OF
EXECUTIVE STOCK, EACH EXECUTIVE REPRESENTS AND WARRANTS AS FOLLOWS:
(I)
EXECUTIVE STOCK BEING ACQUIRED BY SUCH
EXECUTIVE PURSUANT TO THIS AGREEMENT SHALL BE ACQUIRED FOR SUCH EXECUTIVE'S OWN
ACCOUNT AND NOT WITH A VIEW TO, OR THE INTENTION OF, DISTRIBUTION THEREOF IN
VIOLATION OF THE 1933 ACT, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
EXECUTIVE STOCK SO ACQUIRED SHALL NOT BE DISPOSED OF IN CONTRAVENTION OF THE
1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS.
(II)
SUCH EXECUTIVE IS SOPHISTICATED IN
FINANCIAL MATTERS AND IS ABLE TO EVALUATE THE RISKS AND BENEFITS OF THE
INVESTMENT IN THE EXECUTIVE STOCK.
(III)
SUCH EXECUTIVE IS ABLE TO BEAR THE ECONOMIC
RISK OF SUCH EXECUTIVE'S INVESTMENT IN EXECUTIVE STOCK ACQUIRED HEREUNDER FOR AN
INDEFINITE PERIOD OF TIME AND ACKNOWLEDGES THAT THE EXECUTIVE STOCK HAS NOT BEEN
REGISTERED UNDER THE 1933 ACT AND, THEREFORE, CANNOT BE SOLD UNLESS SUBSEQUENTLY
REGISTERED UNDER THE 1933 ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
(IV)
SUCH EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK
QUESTIONS OF AND RECEIVE ANSWERS CONCERNING THE TERMS AND CONDITIONS OF THE
OFFERING OF EXECUTIVE STOCK.
SUCH EXECUTIVE HAS BEEN ADVISED OF CERTAIN RISKS
ASSOCIATED WITH SUCH EXECUTIVE'S PURCHASE OF EXECUTIVE STOCK AND HAS HAD FULL
ACCESS TO SUCH OTHER REQUESTED INFORMATION CONCERNING THE COMPANY.
SUCH
EXECUTIVE HAS REVIEWED, OR HAS HAD AN OPPORTUNITY TO REVIEW, THE FOLLOWING
DOCUMENTS:
(A) THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS, AND ANY
AMENDMENT OR RESTATEMENT THERETO; (B) THE COMPANY'S PUBLIC SECURITIES LAW
FILINGS, AND (C) THE MERGER AGREEMENT.
(V)
THIS AGREEMENT CONSTITUTES THE LEGAL, VALID
AND BINDING OBLIGATION OF SUCH EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH ITS
TERMS, AND THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH
EXECUTIVE DO NOT AND WILL NOT CONFLICT WITH, VIOLATE OR CAUSE A BREACH OF ANY
AGREEMENT, CONTRACT OR INSTRUMENT TO WHICH SUCH EXECUTIVE IS A PARTY OR ANY
JUDGMENT, ORDER OR DECREE TO WHICH SUCH EXECUTIVE IS SUBJECT.
(B)
AS AN INDUCEMENT TO THE COMPANY TO ISSUE
EXECUTIVE STOCK HEREUNDER TO EACH EXECUTIVE, AND AS A CONDITION THERETO, EACH
SUCH EXECUTIVE ACKNOWLEDGES AND AGREES THAT:
(I)
NEITHER THE ISSUANCE OF THE EXECUTIVE
STOCK HEREUNDER TO SUCH EXECUTIVE NOR ANY PROVISION CONTAINED HEREIN SHALL
ENTITLE SUCH EXECUTIVE TO REMAIN IN THE EMPLOYMENT OF THE COMPANY OR ITS
SUBSIDIARIES OR AFFECT THE RIGHT OF THE COMPANY TO TERMINATE SUCH EXECUTIVE'S
EMPLOYMENT AT ANY TIME; AND
(II)
THE COMPANY SHALL HAVE NO DUTY OR