THE
STOCK UNLESS IT IS
3
SUBSEQUENTLY REGISTERED UNDER THE ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE, (2) WHEN AND IF SHARES OF THE STOCK MAY BE DISPOSED OF WITHOUT
REGISTRATION IN RELIANCE ON RULE 144 OF THE RULES AND REGULATIONS PROMULGATED
UNDER THE ACT, SUCH DISPOSITION CAN BE MADE ONLY IN LIMITED AMOUNTS IN
ACCORDANCE WITH THE TERMS AND CONDITIONS OF SUCH RULE AND (3) IF THE RULE 144
EXEMPTION IS NOT AVAILABLE, PUBLIC SALE WITHOUT REGISTRATION WILL REQUIRE
COMPLIANCE WITH SOME OTHER EXEMPTION UNDER THE ACT.
(D)
IF ANY SHARES OF THE STOCK ARE TO BE DISPOSED OF IN ACCORDANCE
WITH RULE 144 UNDER THE ACT OR OTHERWISE, THE MANAGEMENT STOCKHOLDER SHALL
PROMPTLY NOTIFY THE COMPANY OF SUCH INTENDED DISPOSITION AND SHALL DELIVER TO
THE COMPANY AT OR PRIOR TO THE TIME OF SUCH DISPOSITION SUCH DOCUMENTATION AS
THE COMPANY MAY REASONABLY REQUEST IN CONNECTION WITH SUCH SALE AND, IN THE CASE
OF A DISPOSITION PURSUANT TO RULE 144, SHALL DELIVER TO THE COMPANY AN EXECUTED
COPY OF ANY NOTICE ON FORM 144 REQUIRED TO BE FILED WITH THE SEC.
(E)
THE MANAGEMENT STOCKHOLDER AGREES THAT, IF ANY SHARES OF THE STOCK
ARE OFFERED TO THE PUBLIC PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT (OTHER THAN REGISTRATION OF SECURITIES ISSUED ON FORM S-8, S-4 OR ANY
SUCCESSOR OR SIMILAR FORM), THE MANAGEMENT STOCKHOLDER WILL NOT EFFECT ANY
PUBLIC SALE OR DISTRIBUTION OF ANY SHARES OF THE STOCK NOT COVERED BY SUCH
REGISTRATION STATEMENT FROM THE TIME OF THE RECEIPT OF A NOTICE FROM THE COMPANY
THAT THE COMPANY HAS FILED OR IMMINENTLY INTENDS TO FILE SUCH REGISTRATION
STATEMENT TO, OR WITHIN 180 DAYS (OR SUCH SHORTER PERIOD AS MAY BE CONSENTED TO
BY THE MANAGING UNDERWRITER OR UNDERWRITERS) IN THE CASE OF THE INITIAL PUBLIC
OFFERING AND NINETY (90) DAYS (OR IN AN UNDERWRITTEN OFFERING SUCH SHORTER
PERIOD AS MAY BE CONSENTED TO BY THE MANAGING UNDERWRITER OR UNDERWRITERS, IF
ANY) IN THE CASE OF ANY OTHER PUBLIC OFFERING AFTER, THE EFFECTIVE DATE OF SUCH
REGISTRATION STATEMENT, UNLESS OTHERWISE AGREED TO IN WRITING BY THE COMPANY.
(F)
THE MANAGEMENT STOCKHOLDER REPRESENTS AND WARRANTS THAT (I) WITH
RESPECT TO THE STOCK, HE HAS RECEIVED AND REVIEWED THE AVAILABLE INFORMATION
RELATING TO THE STOCK, INCLUDING HAVING RECEIVED AND REVIEWED THE DOCUMENTS
RELATED THERETO, CERTAIN OF WHICH DOCUMENTS SET FORTH THE RIGHTS, PREFERENCES
AND RESTRICTIONS RELATING TO THE OPTIONS AND THE STOCK UNDERLYING THE OPTIONS
AND (II) HE HAS BEEN GIVEN THE OPPORTUNITY TO OBTAIN ANY ADDITIONAL INFORMATION
OR DOCUMENTS AND TO ASK QUESTIONS AND RECEIVE ANSWERS ABOUT SUCH INFORMATION,
THE COMPANY AND THE BUSINESS AND PROSPECTS OF THE COMPANY WHICH HE DEEMS
NECESSARY TO EVALUATE THE MERITS AND RISKS RELATED TO HIS INVESTMENT IN THE
STOCK AND TO VERIFY THE INFORMATION CONTAINED IN THE INFORMATION RECEIVED AS
INDICATED IN THIS SECTION 2(F), AND HE HAS RELIED SOLELY ON SUCH INFORMATION.
(G)
THE MANAGEMENT STOCKHOLDER FURTHER REPRESENTS AND WARRANTS THAT
(I) HIS FINANCIAL CONDITION IS SUCH