(A)
INVESTMENT INTENTION.
THE GRANTEE REPRESENTS AND WARRANTS THAT
THE OPTION HAS BEEN, AND ANY EXERCISE SHARES WILL BE, ACQUIRED BY THE GRANTEE
SOLELY FOR THE GRANTEE'S OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO OR
FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF.
THE GRANTEE AGREES THAT
THE GRANTEE WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, TRANSFER, SELL, PLEDGE,
HYPOTHECATE OR OTHERWISE DISPOSE OF THE OPTION (OR ANY PORTION THEREOF) OR ANY
OF THE EXERCISE SHARES (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR OTHERWISE
ACQUIRE OR TAKE A PLEDGE OF ALL OR ANY OF THE OPTIONS OR ANY OF THE EXERCISE
SHARES), EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") AND THE RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE
COMMISSION THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR
"BLUE SKY" LAWS AND NON-U.S. SECURITIES LAWS.
THE GRANTEE FURTHER UNDERSTANDS,
ACKNOWLEDGES AND AGREES THAT NONE OF THE EXERCISE SHARES MAY BE TRANSFERRED,
SOLD, PLEDGED, HYPOTHECATED
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OR OTHERWISE DISPOSED OF UNLESS THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT AND
THE STOCKHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH OR HAVE EXPIRED.
(B)
LEGENDS.
THE GRANTEE ACKNOWLEDGES THAT ANY CERTIFICATE
REPRESENTING THE EXERCISE SHARES SHALL BEAR AN APPROPRIATE LEGEND, WHICH WILL
INCLUDE LANGUAGE SUBSTANTIALLY IN THE FOLLOWING FORM:
"THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND
CONDITIONS OF A SUBSCRIPTION AGREEMENT, DATED AS OF ______________, 2004, AS
AMENDED FROM TIME TO TIME, AND A STOCKHOLDERS AGREEMENT, DATED AS OF MAY 27,
2004, BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS OF THE COMPANY, AS
AMENDED 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 GRANTEE ACKNOWLEDGES RECEIPT OF
ADVICE FROM THE COMPANY THAT (I) THE EXERCISE SHARES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OR QUALIFIED UNDER ANY STATE SECURITIES OR "BLUE SKY"
LAWS, (II) IT IS NOT
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