OTHER PROPERTY THAT
IS NOT SUBJECT TO ESCROW.
8.
INVESTMENT REPRESENTATIONS.
The Participant represents, warrants and covenants as follows:
(A)
THE PARTICIPANT IS PURCHASING THE SHARES FOR HIS OWN ACCOUNT FOR
INVESTMENT ONLY, AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, ANY
DISTRIBUTION OF THE SHARES IN VIOLATION OF THE SECURITIES ACT, OR ANY RULE OR
REGULATION UNDER THE SECURITIES ACT.
(B)
THE PARTICIPANT HAS HAD SUCH OPPORTUNITY AS HE HAS DEEMED ADEQUATE
TO OBTAIN FROM REPRESENTATIVES OF THE COMPANY SUCH INFORMATION AS IS NECESSARY
TO PERMIT HIM TO EVALUATE THE MERITS AND RISKS OF HIS INVESTMENT IN THE COMPANY.
(C)
THE PARTICIPANT HAS SUFFICIENT EXPERIENCE IN BUSINESS, FINANCIAL
AND INVESTMENT MATTERS TO BE ABLE TO EVALUATE THE RISKS INVOLVED IN THE PURCHASE
OF THE SHARES AND TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO SUCH
PURCHASE.
(D)
THE PARTICIPANT CAN AFFORD A COMPLETE LOSS OF THE VALUE OF THE
SHARES AND IS ABLE TO BEAR THE ECONOMIC RISK OF HOLDING SUCH SHARES FOR AN
INDEFINITE PERIOD.
(E)
THE PARTICIPANT UNDERSTANDS THAT (I) THE SHARES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT AND ARE "RESTRICTED SECURITIES" WITHIN THE
MEANING OF RULE 144 UNDER THE SECURITIES ACT; (II) THE SHARES CANNOT BE SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY ARE SUBSEQUENTLY REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION IS THEN AVAILABLE;
(III) IN ANY EVENT, THE EXEMPTION FROM REGISTRATION UNDER RULE 144 WILL NOT BE
AVAILABLE FOR AT LEAST ONE YEAR AND EVEN THEN WILL NOT BE AVAILABLE UNLESS A
PUBLIC MARKET THEN EXISTS FOR THE COMMON STOCK, ADEQUATE INFORMATION CONCERNING
THE COMPANY IS THEN AVAILABLE TO THE PUBLIC, AND OTHER TERMS AND CONDITIONS OF
RULE 144 ARE COMPLIED WITH; AND (IV) THERE IS NOW NO REGISTRATION STATEMENT ON
FILE WITH THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO ANY STOCK OF
THE COMPANY AND THE COMPANY HAS NO OBLIGATION OR CURRENT INTENTION TO REGISTER
THE SHARES UNDER THE SECURITIES ACT.
4
9.
WITHHOLDING TAXES; SECTION 83(B) ELECTION.
(A)
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE COMPANY HAS THE
RIGHT TO DEDUCT FROM PAYMENTS OF ANY KIND OTHERWISE DUE TO THE PARTICIPANT ANY
FEDERAL, STATE OR LOCAL TAXES OF ANY KIND REQUIRED BY LAW TO BE WITHHELD WITH
RESPECT TO THE PURCHASE OF THE SHARES BY THE PARTICIPANT OR THE LAPSE OF THE
PURCHASE OPTION.
(B)
THE PARTICIPANT HAS REVIEWED WITH THE PARTICIPANT'S OWN TAX
ADVISORS THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THIS
INVESTMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. THE PARTICIPANT
IS RELYING SOLELY ON SUCH ADVISORS AND NOT ON ANY STATEMENTS OR REPRESENTATIONS
OF THE COMPANY OR ANY OF ITS AGENTS. THE PARTICIPANT UNDERSTANDS THAT THE
PARTICIPANT (AND NOT THE COMPANY) SHALL BE RESPONSIBLE FOR THE PARTICIPANT'S OWN
TAX LIABILITY THAT MAY ARISE AS A RESULT OF THIS INVESTMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. THE PARTICIPANT UNDERSTANDS THAT IT MAY BE
BENEFICIAL IN MANY CIRCUMSTANCES TO ELECT TO BE TAXED AT THE