(II) THE GRANTEE CAN AFFORD TO
SUFFER THE COMPLETE LOSS OF THE GRANTEE'S INVESTMENT IN THE EXERCISE SHARES.
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(F)
INVESTOR STATUS.
THE GRANTEE REPRESENTS AND WARRANTS THAT, AS OF
THE DATE HEREOF, THE GRANTEE, (I) (A) HAS A PRE-EXISTING PERSONAL OR BUSINESS
RELATIONSHIP 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, THE PURCHASER
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) IS AN OFFICER OR EMPLOYEE OF
THE COMPANY OR ANY SUBSIDIARY.
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.
(G)
REPURCHASE RIGHTS UPON TERMINATION OF EMPLOYMENT.
THE GRANTEE
ACKNOWLEDGES AND AGREES THAT ANY SUBSCRIPTION AGREEMENT SHALL CONTAIN CERTAIN
RIGHTS OF THE COMPANY TO REPURCHASE ALL OR ANY PORTION OF THE EXERCISE SHARES
UPON TERMINATION OF THE GRANTEE'S EMPLOYMENT AND THEREAFTER.
7.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY
REPRESENTS AND WARRANTS TO THE GRANTEE THAT (A) THE COMPANY HAS BEEN DULY
INCORPORATED AND IS AN EXISTING CORPORATION 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 EXERCISE SHARES, WHEN ISSUED, DELIVERED AND PAID FOR, UPON EXERCISE OF
THE OPTION IN ACCORDANCE WITH THE TERMS HEREOF, WILL BE DULY AUTHORIZED, VALIDLY
ISSUED, FULLY PAID AND NONASSESSABLE, AND FREE AND CLEAR OF ANY LIENS OR
ENCUMBRANCES OTHER THAN THOSE CREATED PURSUANT TO THIS AGREEMENT OR OTHERWISE IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
8.
MISCELLANEOUS.
(A)
BINDING EFFECT; BENEFITS; ASSIGNABILITY.
THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES TO THIS AGREEMENT AND THEIR
RESPECTIVE SUCCESSORS AND ASSIGNS.
NOTHING IN THIS AGREEMENT, EXPRESS OR
IMPLIED, IS INTENDED OR SHALL BE CONSTRUED TO GIVE ANY PERSON OTHER THAN THE
PARTIES TO THIS AGREEMENT OR THEIR RESPECTIVE SUCCESSORS OR ASSIGNS ANY LEGAL OR
EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR IN RESPECT OF ANY AGREEMENT OR ANY
PROVISION CONTAINED HEREIN.
NEITHER THIS AGREEMENT NOR ANY RIGHT, REMEDY,
OBLIGATION OR LIABILITY ARISING HEREUNDER OR BY REASON HEREOF SHALL BE
7
ASSIGNABLE BY THE COMPANY OR THE GRANTEE WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY.
(B)
AMENDMENT.
THIS AGREEMENT MAY BE AMENDED, MODIFIED OR
SUPPLEMENTED