SERVICES OF A STOCK TRANSFER AGENT, APPROPRIATE STOP-TRANSFER
RESTRICTIONS WILL BE ISSUED TO SUCH TRANSFER AGENT WITH RESPECT TO THE SHARES.
(D)
COMPLIANCE WITH RULE 144.
IF ANY OF THE SHARES ARE TO BE DISPOSED
OF IN ACCORDANCE WITH RULE 144, THE PURCHASER 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)
ABILITY TO BEAR RISK; ACCESS TO INFORMATION.
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, (II) THE PURCHASER CAN AFFORD TO SUFFER THE COMPLETE LOSS OF
THE PURCHASER'S INVESTMENT IN THE SHARES, AND (III) THE PURCHASER HAS RECEIVED
AND CAREFULLY REVIEWED THE OFFERING MEMORANDUM, EACH OF THE ATTACHMENTS TO THE
OFFERING MEMORANDUM (INCLUDING, BUT NOT LIMITED TO, THE PLAN AND THE
STOCKHOLDERS AGREEMENT), EACH DOCUMENT INCORPORATED BY REFERENCE INTO THE
OFFERING MEMORANDUM, AND THE OTHER MATERIALS FURNISHED TO THE PURCHASER IN
CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY.
(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 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
4
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)
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