REQUIRED BY RULE 144) NO LATER THAN THE TIME SUCH
FORM IS REQUIRED TO BE TRANSMITTED TO THE COMMISSION FOR FILING AND SUCH OTHER
DOCUMENTATION AS THE COMPANY MAY REASONABLY REQUIRE TO ASSURE COMPLIANCE WITH
RULE 144 IN CONNECTION WITH SUCH DISPOSITION.
(E)
ABILITY TO BEAR RISK.
THE PURCHASER REPRESENTS AND WARRANTS THAT
(I) THE FINANCIAL SITUATION OF THE PURCHASER IS SUCH THAT HE CAN AFFORD TO BEAR
THE ECONOMIC RISK OF THE SHARES FOR AN INDEFINITE PERIOD AND (II) THE PURCHASER
CAN AFFORD TO SUFFER THE COMPLETE LOSS OF THE PURCHASER'S INVESTMENT IN THE
SHARES.
(F)
INVESTOR STATUS.
THE PURCHASER REPRESENTS AND WARRANTS THAT, AS
OF THE DATE HEREOF, THE PURCHASER (I) (A) HAS A PRE-EXISTING PERSONAL OR
BUSINESS RELATIONSHIP (AS DEFINED BELOW) WITH THE COMPANY OR ANY OF ITS
MANAGERS, OFFICERS, CONTROLLING PERSONS OR MANAGERS, OR (B) BY REASON OF THE
PURCHASER'S BUSINESS OR FINANCIAL EXPERIENCE OR THE BUSINESS OR FINANCIAL
EXPERIENCE OF THE PURCHASER'S PROFESSIONAL ADVISORS WHO ARE UNAFFILIATED WITH
AND WHO ARE NOT COMPENSATED, DIRECTLY OR INDIRECTLY, BY THE COMPANY OR ANY
AFFILIATE THEREOF, COULD BE REASONABLY ASSUMED TO HAVE THE CAPACITY TO EVALUATE
THE RISKS OF AN INVESTMENT IN THE SHARES AND TO PROTECT THE PURCHASER'S
INTERESTS IN CONNECTION WITH THE PURCHASE OF THE SHARES HEREUNDER, AND (II) WAS
AN OFFICER OR EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AT THE TIME THE OPTIONS
WERE GRANTED TO THE PURCHASER.
THE TERM "PREEXISTING PERSONAL OR BUSINESS
RELATIONSHIP" INCLUDES, BUT IS NOT LIMITED TO, ANY RELATIONSHIP CONSISTING OF
PERSONAL OR BUSINESS CONTACTS OF A NATURE AND DURATION SUCH AS WOULD ENABLE A
REASONABLY PRUDENT PURCHASER TO BE AWARE OF THE CHARACTER, BUSINESS ACUMEN AND
GENERAL BUSINESS AND FINANCIAL CIRCUMSTANCES OF THE PERSON WITH WHOM SUCH
RELATIONSHIP EXISTS
4
(G)
RESTRICTIONS ON SALE UPON PUBLIC OFFERING.
THE PURCHASER AGREES
THAT, IN THE EVENT THAT THE COMPANY FILES A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO AN UNDERWRITTEN PUBLIC OFFERING OF ANY SHARES OF
ITS CAPITAL STOCK, THE PURCHASER WILL NOT EFFECT ANY PUBLIC SALE (INCLUDING A
SALE UNDER RULE 144) OR DISTRIBUTION OF ANY SHARES OF COMMON STOCK (OTHER THAN
AS PART OF SUCH UNDERWRITTEN PUBLIC OFFERING) DURING THE 20 DAYS PRIOR TO AND
THE 180 DAYS AFTER THE EFFECTIVE DATE OF SUCH REGISTRATION STATEMENT.
(H)
SECTION 83(B) ELECTION.
THE PURCHASER AGREES THAT, WITHIN 20 DAYS
AFTER THE CLOSING, THE PURCHASER SHALL GIVE NOTICE TO THE COMPANY AS TO WHETHER
OR NOT THE PURCHASER HAS MADE OR WILL MAKE AN ELECTION PURSUANT TO SECTION 83(B)
OF THE CODE, WITH RESPECT TO THE SHARES PURCHASED AT SUCH CLOSING, AND
ACKNOWLEDGES THAT THE PURCHASER WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL TAX
LIABILITIES PAYABLE BY THE PURCHASER IN CONNECTION WITH THE PURCHASER'S PURCHASE
AND RECEIPT OF THE SHARES OR ATTRIBUTABLE TO THE PURCHASER'S MAKING OR FAILING
TO MAKE SUCH AN ELECTION.
4.
RESTRICTIONS ON DISPOSITION OF SHARES.
NEITHER THE PURCHASER NOR
ANY OF HIS HEIRS OR REPRESENTATIVES SHALL SELL, ASSIGN, TRANSFER, PLEDGE OR
OTHERWISE DIRECTLY OR