EMPLOYEE IS, AND WILL BE AT THE CLOSING, A CURRENT OR FORMER
OFFICER OR EMPLOYEE OF THE COMPANY OR ONE OF ITS SUBSIDIARIES; AND
(VI)
THE EMPLOYEE IS, AND WILL BE AT THE CLOSING, A RESIDENT OF THE
JURISDICTION INDICATED AS HIS OR HER ADDRESS SET FORTH ON THE SIGNATURE PAGE OF
THIS AGREEMENT.
(B)
ABILITY TO BEAR RISK.
THE EMPLOYEE REPRESENTS AND WARRANTS AS
FOLLOWS:
(I)
THE EMPLOYEE UNDERSTANDS THAT THE RIGHTS OF FIRST REFUSAL AND OTHER
TRANSFER RESTRICTIONS THAT APPLY TO THE SHARES MAY EFFECTIVELY PRECLUDE THE
TRANSFER OF ANY OF THE SHARES PRIOR TO A PUBLIC 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;
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(III)
THE EMPLOYEE CAN AFFORD TO SUFFER THE COMPLETE LOSS OF HIS OR HER
INVESTMENT IN THE SHARES; AND
(IV)
THE EMPLOYEE UNDERSTANDS THAT THE COMPANY'S FINANCING AGREEMENTS MAY
RESTRICT THE ABILITY OF THE COMPANY TO REPURCHASE THE SHARES PURSUANT TO
SECTION 5 AND THAT THE COMPANY AND ITS SUBSIDIARIES MAY ENTER INTO OR AMEND,
REFINANCE OR ENTER INTO NEW FINANCING AGREEMENTS WITHOUT REGARD TO THE IMPACT ON
THE COMPANY'S ABILITY TO REPURCHASE 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 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
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(V)
A RESTRICTIVE LEGEND SHALL BE PLACED ON ANY CERTIFICATES REPRESENTING
THE SHARES THAT MAKES CLEAR THAT THE SHARES ARE