AND DELIVERED BY EACH OF CISCO AND CSCC, AS APPROPRIATE, AND
THIS AGREEMENT CONSTITUTES, AND WHEN DELIVERED IN ACCORDANCE WITH THE TERMS
HEREOF EACH CISCO/CSCC RELATED AGREEMENT WILL CONSTITUTE, THE VALID AND BINDING
AGREEMENT OF EACH OF CISCO AND CSCC, AS APPROPRIATE, ENFORCEABLE AGAINST EACH OF
CISCO AND CSCC, AS APPROPRIATE, IN ACCORDANCE WITH ITS TERMS, EXCEPT AS
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR SIMILAR LAWS AFFECTING CREDITORS' AND CONTRACTING
PARTIES' RIGHTS GENERALLY AND EXCEPT AS ENFORCEABILITY MAY BE SUBJECT TO GENERAL
PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN
A PROCEEDING IN EQUITY OR AT LAW).
SECTION 3.2.
INVESTMENT REPRESENTATIONS.
AS OF THE DATE HEREOF AND AS OF THE
CLOSING DATE, EACH OF CISCO AND CSCC: (I) IS AN "ACCREDITED INVESTOR" AS DEFINED
IN RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"); (II) IS ACQUIRING THE CSCC SHARES FOR ITS OWN
ACCOUNT FOR INVESTMENT AND WITH NO PRESENT INTENTION OF DISTRIBUTING ANY OF SUCH
CSCC SHARES OTHER THAN TO ANY AFFILIATE OF CISCO OR CSCC; (III) WILL NOT,
DIRECTLY OR INDIRECTLY, VOLUNTARILY OFFER, SELL, PLEDGE, TRANSFER OR OTHERWISE
DISPOSE OF (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR OTHERWISE ACQUIRE OR TAKE
A PLEDGE OF) ANY OF THE CSCC SHARES, EXCEPT IN COMPLIANCE WITH THE SECURITIES
ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER; (IV) HAS RECEIVED AND
REVIEWED COPIES OF THE SEC FILINGS TO THE EXTENT IT DEEMS NECESSARY TO MAKE ITS
INVESTMENT DECISION; (V) HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND RECEIVE
ANSWERS FROM THE MANAGEMENT OF THE COMPANY REGARDING THE COMPANY, ITS BUSINESS
AND THE OFFERING OF THE CSCC SHARES; AND (VI) IN CONNECTION WITH EACH OF CISCO'S
AND CSCC'S DECISION TO ACCEPT THE CSCC SHARES IN CONNECTION WITH THE EXCHANGE,
RELIED SOLELY UPON THE DOCUMENTS DESCRIBED IN SECTION 2.10 AND THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY CONTAINED HEREIN.
SECTION 3.3.
RESTRICTION ON SALE OF THE CSCC SHARES.
EACH OF CISCO AND CSCC
AGREES NOT TO MAKE ANY SALE OF THE CSCC SHARES OR ANY CONVERSION SHARES EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREOF, INCLUDING WITHOUT
LIMITATION PURSUANT TO RULE 144 OF THE SECURITIES ACT.
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SECTION 3.4.
LEGEND.
EACH OF CISCO AND CSCC REPRESENTS THAT IT UNDERSTANDS AND
AGREES THAT, UNTIL REGISTERED UNDER THE SECURITIES ACT OR TRANSFERRED PURSUANT
TO THE PROVISIONS OF RULE 144 PROMULGATED THEREUNDER, ALL CERTIFICATES
EVIDENCING THE CSCC SHARES AND THE CONVERSION SHARES, WHETHER UPON INITIAL
ISSUANCE OR UPON ANY TRANSFER THEREOF, SHALL BEAR A LEGEND PROMINENTLY STAMPED
OR PRINTED THEREIN, READING SUBSTANTIALLY AS FOLLOWS:
"The securities represented by this certificate have not been registered under
the Securities Act of 1933 or applicable state securities laws.
These
securities have been acquired for investment and not with a view to distribution
or resale, and may not be sold mortgaged, pledged, hypothecated or otherwise
transferred without an effective registration statement for