ABOUT [], 2004.
(B)
DELIVERY BY THE COMPANY.
AT THE CLOSING, THE COMPANY SHALL
DELIVER TO THE PURCHASER A STOCK CERTIFICATE REGISTERED IN THE PURCHASER'S NAME
AND REPRESENTING THE SHARES, WHICH CERTIFICATE SHALL BEAR THE LEGENDS SET FORTH
IN SECTION 3(B).
(C)
DELIVERY BY THE PURCHASER.
AT THE CLOSING, THE PURCHASER SHALL
DELIVER TO THE COMPANY (I) THE CONSIDERATION REFERRED TO IN SECTION 1(B), AND
(II) A JOINDER TO THE STOCKHOLDERS AGREEMENT, EXECUTED BY THE PURCHASER.
3.
PURCHASER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
(A)
INVESTMENT INTENTION.
THE PURCHASER REPRESENTS AND WARRANTS THAT
THE PURCHASER IS ACQUIRING THE SHARES SOLELY FOR THE PURCHASER'S OWN ACCOUNT FOR
INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
DISTRIBUTION THEREOF.
THE PURCHASER AGREES THAT THE PURCHASER WILL NOT,
DIRECTLY OR INDIRECTLY, OFFER, TRANSFER, SELL, PLEDGE, HYPOTHECATE OR OTHERWISE
DISPOSE OF ANY OF THE SHARES (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR
OTHERWISE ACQUIRE OR TAKE A PLEDGE OF ANY SHARES), EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE RULES AND
REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION")
THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE STATE AND FOREIGN SECURITIES OR
"BLUE SKY" LAWS.
THE PURCHASER FURTHER UNDERSTANDS, ACKNOWLEDGES AND AGREES
THAT NONE OF THE SHARES MAY BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF (I) UNLESS THE PROVISIONS OF SECTIONS 4 AND 5, AND THE
APPLICABLE PROVISIONS OF THE AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE PLAN
AS INCORPORATED BY REFERENCE HEREIN) AND THE STOCKHOLDERS AGREEMENT SHALL HAVE
BEEN COMPLIED WITH OR HAVE EXPIRED, (II) UNLESS (A) SUCH DISPOSITION IS PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) THE
PURCHASER 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 THE
SECURITIES ACT, OR (C) A NO-ACTION LETTER FROM THE COMMISSION, REASONABLY
SATISFACTORY TO THE COMPANY, SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH
DISPOSITION, AND (III) UNLESS SUCH DISPOSITION IS PURSUANT TO REGISTRATION UNDER
ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR AN EXEMPTION THEREFROM.
2
(B)
LEGENDS.
THE PURCHASER ACKNOWLEDGES THAT THE CERTIFICATE OR
CERTIFICATES REPRESENTING THE SHARES SHALL BEAR AN APPROPRIATE LEGEND, WHICH
WILL INCLUDE, WITHOUT LIMITATION, THE FOLLOWING LANGUAGE:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A SUBSCRIPTION AGREEMENT, DATED AS OF [
], 2004, AS
AMENDED FROM TIME TO TIME, AND A STOCKHOLDERS AGREEMENT, DATED AS OF MAY 27,
2004, BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY, AS
AMENDED FROM TIME TO TIME, AND NEITHER THIS CERTIFICATE NOR THE SHARES
REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF SUCH SUBSCRIPTION AGREEMENT AND SUCH STOCKHOLDERS
AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY."
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED