FROM TIME TO TIME, AND NEITHER THIS CERTIFICATE NOR THE SHARES
REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF SUCH SUBSCRIPTION AGREEMENT AND SUCH STOCKHOLDERS
AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY."
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE OR FOREIGN SECURITIES
LAWS AND MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS (i) (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (B) THE
HOLDER HEREOF SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, WHICH
OPINION AND COUNSEL SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE
EFFECT THAT SUCH DISPOSITION IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SUCH
ACT OR (C) A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION,
REASONABLY SATISFACTORY TO COUNSEL FOR THE COMPANY, SHALL HAVE BEEN OBTAINED
WITH RESPECT TO SUCH DISPOSITION AND (ii) SUCH DISPOSITION IS PURSUANT TO
REGISTRATION UNDER ANY APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR AN
EXEMPTION THEREFROM."
(C)
SECURITIES LAW MATTERS.
THE PURCHASER ACKNOWLEDGES RECEIPT OF
ADVICE FROM THE COMPANY THAT (I) THE SHARES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OR ANY STATE OR FOREIGN SECURITIES OR "BLUE SKY" LAWS, (II) IT IS
NOT ANTICIPATED THAT THERE WILL
3
BE ANY PUBLIC MARKET FOR THE SHARES, (III) THE SHARES MUST BE HELD INDEFINITELY
AND THE PURCHASER MUST CONTINUE TO BEAR THE ECONOMIC RISK OF THE INVESTMENT IN
THE SHARES UNLESS THE SHARES ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES
ACT AND SUCH STATE OR FOREIGN LAWS OR AN EXEMPTION FROM REGISTRATION IS
AVAILABLE, (IV) RULE 144 PROMULGATED UNDER THE SECURITIES ACT ("RULE 144") IS
NOT PRESENTLY AVAILABLE WITH RESPECT TO SALES OF SECURITIES OF THE COMPANY AND
THE COMPANY HAS MADE NO COVENANT TO MAKE RULE 144 AVAILABLE, (V) WHEN AND IF THE
SHARES MAY BE DISPOSED OF WITHOUT REGISTRATION IN RELIANCE UPON RULE 144, SUCH
DISPOSITION CAN GENERALLY BE MADE ONLY IN LIMITED AMOUNTS IN ACCORDANCE WITH THE
TERMS AND CONDITIONS OF SUCH RULE, (VI) THE COMPANY DOES NOT PLAN TO FILE
REPORTS WITH THE COMMISSION OR MAKE INFORMATION CONCERNING THE COMPANY PUBLICLY
AVAILABLE UNLESS REQUIRED TO DO SO BY LAW OR BY THE TERMS OF ITS FINANCING
AGREEMENTS (AS DEFINED BELOW), (VII) IF THE EXEMPTION AFFORDED BY RULE 144 IS
NOT AVAILABLE, SALES OF THE SHARES MAY BE DIFFICULT TO EFFECT BECAUSE OF THE
ABSENCE OF PUBLIC INFORMATION CONCERNING THE COMPANY, (VIII) A RESTRICTIVE
LEGEND IN THE FORM HERETOFORE SET FORTH SHALL BE PLACED ON THE CERTIFICATES
REPRESENTING THE SHARES AND (IX) A NOTATION SHALL BE MADE IN THE APPROPRIATE
RECORDS OF THE COMPANY INDICATING THAT THE SHARES ARE SUBJECT TO RESTRICTIONS ON
TRANSFER SET FORTH IN THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, THE PLAN AS
INCORPORATED BY REFERENCE HEREIN) AND, IF THE COMPANY SHOULD IN THE FUTURE
ENGAGE THE