FORM HERETOFORE SET FORTH SHALL BE PLACED ON THE CERTIFICATES
REPRESENTING THE SERIES E SHARES AND (IX) A NOTATION SHALL BE MADE IN THE
APPROPRIATE RECORDS OF THE COMPANY INDICATING THAT THE SERIES E SHARES ARE
SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THIS AGREEMENT (INCLUDING, BUT
NOT LIMITED TO, THE SECURITYHOLDERS AGREEMENT 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 SERIES E SHARES.
6
(D)
COMPLIANCE WITH RULE 144.
IF ANY OF THE
SERIES E SHARES ARE TO BE DISPOSED OF IN ACCORDANCE WITH RULE 144, THE
PARTICIPANT SHALL TRANSMIT TO THE COMPANY AN EXECUTED COPY OF FORM 144 (IF
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)
INVESTOR STATUS.
THE PARTICIPANT
REPRESENTS AND WARRANTS THAT, AS OF THE DATE HEREOF, THE PARTICIPANT IS AN
OFFICER OR EMPLOYEE OF THE COMPANY OR A SUBSIDIARY.
(F)
RESTRICTIONS ON SALE UPON PUBLIC
OFFERING.
THE PARTICIPANT 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 SERIES E SHARES, THE PARTICIPANT WILL NOT EFFECT ANY
PUBLIC SALE (INCLUDING A SALE UNDER RULE 144) OR DISTRIBUTION OF ANY SERIES E
SHARES (OTHER THAN AS PART OF SUCH UNDERWRITTEN PUBLIC OFFERING) DURING THE 15
DAYS PRIOR TO AND THE 180 DAYS AFTER THE EFFECTIVE DATE OF SUCH REGISTRATION
STATEMENT.
(G)
OPTIONS.
THE PARTICIPANT HEREBY CONSENTS TO
THE CANCELLATION OF THE PARTICIPANT'S OPTIONS IN THE MERGER AND HEREBY RELEASES
AND FOREVER DISCHARGES AND HOLDS HARMLESS THE COMPANY AND EACH OF ITS
SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES FROM
AND AGAINST ANY CLAIM, LIABILITIES OR DAMAGE IN CONNECTION THEREWITH.
(H)
SECTION 83(B) ELECTION.
THE PARTICIPANT
AGREES THAT, WITHIN 20 DAYS AFTER THE ISSUANCE OF THE SHARES TO THE PARTICIPANT,
THE PARTICIPANT SHALL MAKE AN ELECTION PURSUANT TO SECTION 83(B) OF THE CODE,
WITH RESPECT TO THE SERIES E SHARES ISSUED UNDER THIS AGREEMENT, AND
ACKNOWLEDGES THAT THE PARTICIPANT WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL TAX
LIABILITIES PAYABLE BY THE PARTICIPANT IN CONNECTION WITH THE PARTICIPANT'S
PURCHASE AND RECEIPT OF THE SERIES E SHARES OR ATTRIBUTABLE TO THE PARTICIPANT'S
FAILING TO MAKE SUCH AN ELECTION.
9.
REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.
THE COMPANY REPRESENTS AND WARRANTS TO THE PARTICIPANT THAT (A) THE
COMPANY HAS BEEN DULY ORGANIZED AND IS AN EXISTING LIMITED LIABILITY COMPANY IN
GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE, (B) THIS AGREEMENT HAS
BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE COMPANY AND CONSTITUTES A
VALID AND LEGALLY BINDING OBLIGATION OF THE COMPANY ENFORCEABLE AGAINST THE
COMPANY IN ACCORDANCE WITH ITS TERMS, AND (C) THE SERIES E SHARES,