UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES
LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS (i) (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) THE
HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, WHICH
OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE
EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH
ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION,
REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN OBTAINED
WITH RESPECT TO SUCH DISPOSITION AND (ii) SUCH DISPOSITION IS PURSUANT TO
REGISTRATION UNDER ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR AN
EXEMPTION THEREFROM."
(C)
SECURITIES LAW MATTERS.
THE PURCHASER ACKNOWLEDGES RECEIPT OF
ADVICE FROM THE COMPANY THAT (I) THE SHARES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR ANY STATE OR FOREIGN 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 PURCHASER MUST CONTINUE TO BEAR THE
ECONOMIC RISK OF THE INVESTMENT IN THE SHARES UNLESS THE SHARES ARE SUBSEQUENTLY
REGISTERED UNDER THE SECURITIES ACT AND SUCH STATE OR FOREIGN LAWS OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE, (IV) RULE 144 PROMULGATED UNDER THE
SECURITIES ACT ("RULE 144") IS NOT PRESENTLY AVAILABLE WITH RESPECT TO SALES OF
SECURITIES OF THE COMPANY AND THE COMPANY HAS MADE NO COVENANT TO MAKE RULE 144
AVAILABLE,
3
(V) WHEN AND IF THE SHARES MAY BE DISPOSED OF WITHOUT REGISTRATION IN RELIANCE
UPON RULE 144, SUCH DISPOSITION CAN GENERALLY BE MADE ONLY IN LIMITED AMOUNTS IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH RULE, (VI) THE COMPANY DOES NOT
PLAN TO FILE REPORTS WITH THE COMMISSION OR MAKE INFORMATION CONCERNING THE
COMPANY PUBLICLY AVAILABLE UNLESS REQUIRED TO DO SO BY LAW OR BY THE TERMS OF
ITS FINANCING AGREEMENTS (AS DEFINED BELOW), (VII) IF THE EXEMPTION AFFORDED BY
RULE 144 IS NOT AVAILABLE, SALES OF THE SHARES MAY BE DIFFICULT TO EFFECT
BECAUSE OF THE ABSENCE OF PUBLIC INFORMATION CONCERNING THE COMPANY, (VIII) A
RESTRICTIVE LEGEND IN THE FORM HERETOFORE SET FORTH SHALL BE PLACED ON THE
CERTIFICATES REPRESENTING THE SHARES AND (IX) A NOTATION SHALL BE MADE IN THE
APPROPRIATE RECORDS OF THE COMPANY INDICATING THAT THE SHARES ARE SUBJECT TO
RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT (INCLUDING, BUT NOT LIMITED
TO, THE PLAN AS INCORPORATED BY REFERENCE HEREIN) AND, IF THE COMPANY SHOULD IN
THE FUTURE ENGAGE THE SERVICES OF A STOCK TRANSFER AGENT, APPROPRIATE
STOP-TRANSFER RESTRICTIONS WILL BE ISSUED TO SUCH TRANSFER AGENT WITH RESPECT TO
THE SHARES.
(D)
COMPLIANCE WITH RULE 144.
IF ANY OF THE SHARES ARE TO BE DISPOSED
OF IN ACCORDANCE WITH RULE 144, THE PURCHASER SHALL TRANSMIT TO THE COMPANY AN
EXECUTED COPY OF FORM 144 (IF