THAT HE CAN AFFORD TO BEAR THE ECONOMIC RISK
OF HOLDING THE STOCK FOR AN INDEFINITE PERIOD OF TIME AND HAS ADEQUATE MEANS FOR
PROVIDING FOR HIS CURRENT NEEDS AND PERSONAL CONTINGENCIES, (II) HE CAN AFFORD
TO SUFFER A COMPLETE LOSS OF HIS OR HER INVESTMENT IN THE STOCK, (III) HE
UNDERSTANDS AND HAS TAKEN COGNIZANCE OF ALL RISK FACTORS RELATED TO THE PURCHASE
OF THE STOCK AND (IV) HIS KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS ARE SUCH THAT HE IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF HIS
PURCHASE OF THE STOCK AS CONTEMPLATED BY THIS AGREEMENT.
3.
TRANSFERABILITY OF STOCK.
THE MANAGEMENT STOCKHOLDER AGREES THAT
HE WILL NOT DIRECTLY OR INDIRECTLY, OFFER, TRANSFER, SELL, ASSIGN, PLEDGE,
HYPOTHECATE OR OTHERWISE DISPOSE OF (ANY OF THE FOREGOING ACTS BEING REFERRED TO
HEREIN AS A "TRANSFER"), AT THE TIME OF EXERCISE, ANY SHARES OF THE COMMON STOCK
ISSUABLE OR ISSUED UPON EXERCISE OF THE OPTIONS
4
("OPTION STOCK"; TOGETHER WITH ANY OTHER PURCHASED STOCK AND COMMON STOCK
OTHERWISE ACQUIRED AND/OR HELD BY THE MANAGEMENT STOCKHOLDER ENTITIES, "STOCK")
AT ANY TIME DURING THE PERIOD COMMENCING ON THE EFFECTIVE DATE AND ENDING ON THE
FIFTH ANNIVERSARY OF THE EFFECTIVE DATE; PROVIDED, HOWEVER, THAT THE MANAGEMENT
STOCKHOLDER MAY TRANSFER SHARES OF STOCK DURING SUCH TIME PURSUANT TO ONE OF THE
FOLLOWING EXCEPTIONS: (A) TRANSFERS PERMITTED BY SECTION 5 OR 6; (B) TRANSFERS
PERMITTED BY CLAUSES (Y) AND (Z) OF SECTION 2(A); (C) A SALE OF SHARES OF COMMON
STOCK PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT FILED BY THE
COMPANY, INCLUDING WITHOUT LIMITATION A SALE PURSUANT TO SECTION 9 (EXCLUDING
ANY REGISTRATION ON FORM S-8, S-4 OR ANY SUCCESSOR OR SIMILAR FORM);
(D) TRANSFERS PERMITTED PURSUANT TO THE SALE PARTICIPATION AGREEMENT (AS DEFINED
IN SECTION 7); OR (E) TRANSFERS PERMITTED BY THE BOARD.
NO TRANSFER OF ANY SUCH
SHARES IN VIOLATION HEREOF SHALL BE MADE OR RECORDED ON THE BOOKS OF THE COMPANY
AND ANY SUCH TRANSFER SHALL BE VOID AB INITIO AND OF NO EFFECT.
4.
RIGHT OF FIRST REFUSAL.
(A)
IF, AT ANY TIME AFTER THE FIFTH
ANNIVERSARY OF THE EFFECTIVE DATE AND PRIOR TO THE DATE OF CONSUMMATION OF A
QUALIFIED PUBLIC OFFERING, THE MANAGEMENT STOCKHOLDER RECEIVES A BONA FIDE OFFER
TO PURCHASE ANY OR ALL OF HIS STOCK (THE "THIRD PARTY OFFER") FROM A THIRD PARTY
(WHICH, FOR THE AVOIDANCE OF DOUBT, SHALL NOT INCLUDE ANY TRANSFERS PURSUANT TO
CLAUSES (Y) AND (Z) OF SECTION 2(A)) (THE "OFFEROR"), WHICH THE MANAGEMENT
STOCKHOLDER WISHES TO ACCEPT, THE MANAGEMENT STOCKHOLDER SHALL CAUSE THE THIRD
PARTY OFFER TO BE REDUCED TO WRITING AND SHALL NOTIFY THE COMPANY IN WRITING OF
HIS WISH TO ACCEPT THE THIRD PARTY OFFER.
THE MANAGEMENT STOCKHOLDER'S NOTICE
TO THE COMPANY SHALL CONTAIN AN IRREVOCABLE OFFER TO SELL SUCH STOCK TO THE
COMPANY (IN THE MANNER SET FORTH BELOW) AT A PURCHASE PRICE EQUAL TO THE PRICE
CONTAINED IN, AND ON THE SAME TERMS AND CONDITIONS OF, THE THIRD PARTY OFFER,
AND SHALL