10:00 A.M. (NEW
YORK TIME) ON OR ABOUT
, 200
(THE "CLOSING").
(B)
DELIVERY BY THE PURCHASER.
AT THE CLOSING,
THE PURCHASER SHALL DELIVER TO THE COMPANY THE CONSIDERATION REFERRED TO IN
SECTION 1(B) HEREOF.
ON OR BEFORE THE CLOSING, THE PURCHASER SHALL DELIVER TO
THE COMPANY A DULY EXECUTED JOINDER AGREEMENT (AS DEFINED IN THE STOCK INCENTIVE
PLAN).
(C)
DELIVERY BY THE COMPANY.
AT THE CLOSING,
THE COMPANY SHALL DELIVER TO THE PURCHASER (I) A RECEIPT FOR THE CONSIDERATION
RECEIVED FROM THE PURCHASER AND (II) A STOCK CERTIFICATE REGISTERED IN THE
PURCHASER'S NAME AND REPRESENTING THE SHARES, WHICH CERTIFICATE SHALL BEAR THE
LEGENDS SET FORTH IN SECTION 3(B).
3.
PURCHASER'S REPRESENTATIONS, WARRANTIES
AND COVENANTS.
(A)
INVESTMENT INTENTION.
THE PURCHASER
REPRESENTS AND WARRANTS THAT THE PURCHASER IS ACQUIRING THE SHARES SOLELY FOR
THE PURCHASER'S OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN
CONNECTION WITH ANY DISTRIBUTION THEREOF.
THE PURCHASER AGREES THAT THE
PURCHASER WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, TRANSFER, SELL, PLEDGE,
HYPOTHECATE OR OTHERWISE DISPOSE OF ANY OF THE SHARES (OR SOLICIT ANY OFFERS TO
BUY, PURCHASE OR OTHERWISE ACQUIRE OR TAKE A PLEDGE OF ANY 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 (THE
"COMMISSION") THEREUNDER, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR
"BLUE SKY" LAWS AND FOREIGN SECURITIES LAWS, IF ANY.
THE PURCHASER FURTHER
UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT NONE OF THE SHARES MAY BE TRANSFERRED,
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (I) UNLESS THE PROVISIONS
OF SECTION 4 HEREIN AND THE SHAREHOLDERS AGREEMENT SHALL HAVE BEEN COMPLIED WITH
OR HAVE EXPIRED, (II) UNLESS (A) SUCH DISPOSITION IS PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (B) THE PURCHASER 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 THE SECURITIES ACT OR (C) A
NO-ACTION LETTER FROM THE COMMISSION, REASONABLY SATISFACTORY TO THE COMPANY,
SHALL HAVE BEEN OBTAINED WITH RESPECT TO SUCH DISPOSITION AND (III) UNLESS SUCH
DISPOSITION IS PURSUANT TO REGISTRATION UNDER ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION THEREFROM.
(B)
LEGENDS.
THE PURCHASER ACKNOWLEDGES THAT
THE CERTIFICATE OR CERTIFICATES REPRESENTING THE SHARES SHALL BEAR THE FOLLOWING
LEGENDS:
2
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF (EACH, A "TRANSFER") UNLESS
AND UNTIL REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR
UNLESS SUCH TRANSFER IS (A) EXEMPT FROM REGISTRATION OR IS OTHERWISE IN
COMPLIANCE WITH THE ACT AND SUCH LAWS IN THE OPINION OF COUNSEL TO THE
SHAREHOLDER, WHICH COUNSEL MUST BE, AND THE FORM AND SUBSTANCE OF WHICH OPINION
ARE, REASONABLY SATISFACTORY TO