ANY OTHER PERSONS REGARDING THE
DISTRIBUTION OF SUCH SHARES (THIS REPRESENTATION AND WARRANTY NOT LIMITING
SELLER'S RIGHT TO SELL PURSUANT TO THE REGISTRATION STATEMENT OR IN COMPLIANCE
WITH THE SECURITIES ACT); (III) SELLER HAS NOT BEEN ORGANIZED, REORGANIZED OR
RECAPITALIZED SPECIFICALLY FOR THE PURPOSE OF INVESTING IN THE SHARES;
(IV) SELLER HAS HAD AN OPPORTUNITY TO DISCUSS THIS INVESTMENT WITH
REPRESENTATIVES OF THE COMPANY AND ASK QUESTIONS OF THEM; (VI) SELLER IS AN
"ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A) OF REGULATION D
PROMULGATED UNDER THE SECURITIES ACT; (VII) SELLER AGREES TO NOTIFY THE COMPANY
PROMPTLY OF ANY CHANGE IN ANY OF THE FOREGOING INFORMATION UNTIL SUCH TIME AS
SELLER HAS SOLD ALL OF ITS SHARES OR THE COMPANY IS NO LONGER REQUIRED TO KEEP
THE REGISTRATION STATEMENT EFFECTIVE; AND (VIII) SELLER WILL NOT, DIRECTLY OR
INDIRECTLY, OFFER, SELL, PLEDGE, TRANSFER OR OTHERWISE DISPOSE OF (OR SOLICIT
ANY OFFERS TO BUY, PURCHASE OR OTHERWISE ACQUIRE TO TAKE A PLEDGE OF) ANY OF THE
SHARES EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, THE RULES AND REGULATIONS
THEREUNDER, AND APPLICABLE STATE SECURITIES LAWS.
(E)
EXEMPTION FROM REGISTRATION.
SELLER
UNDERSTANDS THAT THE SUBMILESTONE SHARES ARE BEING OFFERED AND SOLD TO IT IN
RELIANCE UPON SPECIFIC EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND STATE SECURITIES LAWS AND THAT THE COMPANY IS RELYING UPON
THE TRUTH AND ACCURACY OF, AND SELLER'S COMPLIANCE WITH, THE REPRESENTATIONS,
WARRANTIES, AGREEMENTS, ACKNOWLEDGMENTS AND UNDERSTANDINGS OF SELLER SET FORTH
HEREIN IN ORDER TO DETERMINE THE AVAILABILITY OF SUCH EXEMPTIONS AND THE
ELIGIBILITY OF SELLER TO ACQUIRE THE SHARES.
(F)
ABLE TO BEAR RISK.
SELLER UNDERSTANDS
THAT ITS INVESTMENT IN THE SUBMILESTONE SHARES INVOLVES A SIGNIFICANT DEGREE OF
RISK, INCLUDING A RISK OF TOTAL LOSS OF ITS INVESTMENT, AND SELLER HAS FULL
COGNIZANCE OF AND UNDERSTANDS ALL OF THE RISK FACTORS RELATED TO SELLER'S
PURCHASE OF THE SUBMILESTONE SHARES.
SELLER UNDERSTANDS THAT THE MARKET PRICE
OF THE COMMON STOCK HAS BEEN VOLATILE AND THAT NO REPRESENTATION IS BEING MADE
AS TO THE FUTURE VALUE OF THE COMMON STOCK.
SELLER HAS THE KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE
MERITS AND RISKS OF AN INVESTMENT IN THE SHARES AND HAS THE ABILITY TO BEAR THE
ECONOMIC RISKS OF AN INVESTMENT IN THE SUBMILESTONE SHARES.
(G)
NO RECOMMENDATION OR ENDORSEMENT. SELLER
UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE AGENCY OR ANY OTHER
GOVERNMENT OR GOVERNMENTAL AGENCY HAS PASSED UPON OR MADE ANY RECOMMENDATION OR
ENDORSEMENT OF THE SUBMILESTONE SHARES.
6.
Requirements of the Buyer.
With a view to making available to
the Seller the benefits of Rule 144 promulgated under the Securities Act
("Rule 144") and any other rule or regulation of the SEC that may at any time
permit the Seller to sell securities of the Buyer to the public without
registration or pursuant to a registration on Form S-3, the Buyer agrees to:
3
(a)
make and keep public information available, as those terms are understood
and