OFFERING;
(II)
THE FINANCIAL SITUATION OF THE EMPLOYEE IS SUCH THAT HE OR SHE
CAN AFFORD TO BEAR THE ECONOMIC RISK OF HOLDING THE SHARES FOR AN INDEFINITE
PERIOD; AND
(III)
THE EMPLOYEE CAN AFFORD TO SUFFER THE COMPLETE LOSS OF HIS OR HER
INVESTMENT IN THE SHARES.
(C)
VOLUNTARY PURCHASE. THE EMPLOYEE REPRESENTS AND WARRANTS THAT THE
EMPLOYEE IS PURCHASING THE SHARES VOLUNTARILY.
(D)
NO RIGHT TO AWARDS. THE EMPLOYEE ACKNOWLEDGES AND AGREES THAT THE
SALE OF THE SHARES AND THE GRANT OF ANY OPTIONS THAT ARE AWARDED TO THE EMPLOYEE
IN CONNECTION WITH THE PURCHASE OF THE SHARES (I) ARE BEING MADE ON AN
EXCEPTIONAL BASIS AND ARE NOT INTENDED TO BE RENEWED OR REPEATED, (II) ARE
ENTIRELY VOLUNTARY ON THE PART OF THE COMPANY AND ITS SUBSIDIARIES AND
(III) SHOULD NOT BE CONSTRUED AS CREATING ANY OBLIGATION ON
2
THE PART OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO OFFER ANY SECURITIES IN
THE FUTURE.
(E)
INVESTMENT INTENTION. THE EMPLOYEE REPRESENTS AND WARRANTS THAT
THE EMPLOYEE IS ACQUIRING THE SHARES SOLELY FOR HIS OR HER OWN ACCOUNT FOR
INVESTMENT AND NOT ON BEHALF OF ANY OTHER PERSON OR WITH A VIEW TO, OR FOR SALE
IN CONNECTION WITH, ANY DISTRIBUTION OF THE SHARES.
(F)
SECURITIES LAW MATTERS. THE EMPLOYEE ACKNOWLEDGES AND REPRESENTS
AND WARRANTS THAT THE EMPLOYEE UNDERSTANDS THAT:
(I)
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY STATE OR NON-UNITED STATES SECURITIES OR "BLUE SKY" LAWS;
(II)
IT IS NOT ANTICIPATED THAT THERE WILL BE ANY PUBLIC MARKET FOR
THE SHARES;
(III)
THE SHARES MUST BE HELD INDEFINITELY AND THE EMPLOYEE MUST
CONTINUE TO BEAR THE ECONOMIC RISK OF THE INVESTMENT IN THE SHARES UNLESS THE
SHARES ARE SUBSEQUENTLY REGISTERED UNDER APPLICABLE SECURITIES AND OTHER LAWS OR
AN EXEMPTION FROM REGISTRATION IS AVAILABLE;
(IV)
THE COMPANY IS UNDER NO OBLIGATION TO REGISTER THE SHARES OR TO
MAKE AN EXEMPTION FROM REGISTRATION AVAILABLE; AND
(V)
A RESTRICTIVE LEGEND SHALL BE PLACED ON ANY CERTIFICATES
REPRESENTING THE SHARES THAT MAKES CLEAR THAT THE SHARES ARE SUBJECT TO THE
RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THIS AGREEMENT AND A NOTATION SHALL
BE MADE IN THE APPROPRIATE RECORDS OF THE COMPANY OR ANY TRANSFER AGENT
INDICATING THAT THE SHARES ARE SUBJECT TO SUCH RESTRICTIONS.
(G)
VOTING PROXY. BY ENTERING INTO THIS AGREEMENT AND PURCHASING THE
SHARES, THE EMPLOYEE HEREBY IRREVOCABLY GRANTS TO AND APPOINTS THE PRINCIPAL
INVESTORS COLLECTIVELY (TO ACT BY UNANIMOUS CONSENT) AS SUCH EMPLOYEE'S PROXY
AND ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION), FOR AND IN THE NAME,
PLACE AND STEAD OF SUCH EMPLOYEE, TO VOTE OR ACT BY UNANIMOUS WRITTEN CONSENT
WITH RESPECT TO SUCH EMPLOYEE'S SHARES. THE EMPLOYEE HEREBY AFFIRMS THAT THE
IRREVOCABLE PROXY SET FORTH IN THIS SECTION 3(G) WILL BE VALID UNTIL THE
CONSUMMATION OF A PUBLIC OFFERING AND IS GIVEN TO SECURE THE PERFORMANCE OF THE
OBLIGATIONS OF SUCH EMPLOYEE UNDER THIS AGREEMENT. THE EMPLOYEE HEREBY FURTHER
AFFIRMS THAT THE PROXY HEREBY GRANTED SHALL BE IRREVOCABLE AND SHALL