HAD AN
OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL (OTHER THAN COUNSEL TO THE COMPANY
OR ITS AFFILIATES) PRIOR TO EXECUTING THIS AGREEMENT, AND FULLY UNDERSTANDS ALL
PROVISIONS OF THE PLAN AND THIS AGREEMENT.
(D)
KNOWLEDGE.
OPTIONEE HAS BEEN ADVISED THAT
NEITHER THIS OPTION OR THE SHARES RECEIVED UPON THIS OPTION'S EXERCISE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND, THEREFORE,
NONE OF THOSE SECURITIES CAN BE RESOLD UNLESS THEY ARE REGISTERED UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION FROM
SUCH REGISTRATION REQUIREMENTS IS AVAILABLE.
EXCEPT TO THE EXTENT PROVIDED IN
THE STOCKHOLDERS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT, THE OPTIONEE
IS AWARE THAT THE COMPANY IS UNDER NO OBLIGATION TO EFFECT ANY SUCH REGISTRATION
WITH RESPECT TO ANY SUCH SECURITIES OR TO FILE FOR OR COMPLY WITH ANY EXEMPTION
FROM REGISTRATION.
OPTIONEE IS ACQUIRING AND HOLDING THE OPTION AND ANY SHARES
RECEIVED UPON THE OPTION'S EXERCISE FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO,
OR FOR RESALE IN CONNECTION WITH, THE DISTRIBUTION THEREOF IN VIOLATION OF THE
SECURITIES ACT.
OPTIONEE IS EITHER AN "ACCREDITED INVESTOR" AS DEFINED IN
REGULATION D UNDER THE SECURITIES ACT OR POSSESSES SUCH KNOWLEDGE AND EXPERIENCE
IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING THE
MERITS AND RISKS OF AN INVESTMENT IN THE SECURITIES OF THE COMPANY DESCRIBED IN
THIS AGREEMENT.
6.
OTHER AGREEMENTS.
OPTIONEE ACKNOWLEDGES
AND AGREES THAT THE SHARES RECEIVED UPON EXERCISE OF THIS OPTION WILL BE SUBJECT
TO THE STOCKHOLDERS AGREEMENT AND TO THE REGISTRATION RIGHTS AGREEMENT AND THE
TRANSFER AND OTHER RESTRICTIONS, RIGHTS, AND OBLIGATIONS SET FORTH IN THOSE
AGREEMENTS.
BY EXECUTING THIS AGREEMENT, THE OPTIONEE HEREBY BECOMES A PARTY TO
AND BOUND BY THE STOCKHOLDERS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT AS
A MANAGER (AS SUCH TERM IS DEFINED IN THOSE AGREEMENTS), WITHOUT ANY FURTHER
ACTION ON THE PART OF THE OPTIONEE, THE COMPANY OR ANY OTHER PERSON.
7.
LEGENDS.
CERTIFICATES EVIDENCING ANY
SHARES ISSUED UPON EXERCISE OF THE OPTION GRANTED HEREBY MAY BEAR THE FOLLOWING
LEGENDS, IN ADDITION TO ANY LEGENDS WHICH MAY BE REQUIRED BY THE STOCKHOLDERS
AGREEMENT OR BY THE REGISTRATION RIGHTS AGREEMENT:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A PRIVATE
PLACEMENT, WITHOUT REGISTRATION UNDER THE SECURITIES ACT
3
OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE ACT
COVERING THE TRANSFER OR AN OPINION OF COUNSEL, SATISFACTORY TO THE ISSUER, THAT
REGISTRATION UNDER THE ACT IS NOT REQUIRED."
8.
WITHHOLDING.
NO SHARES WILL BE ISSUED,
SOLD OR TRANSFERRED PURSUANT TO THE EXERCISE OF THIS OPTION UNLESS AND UNTIL THE
PERSON EXERCISING THIS OPTION SHALL HAVE REMITTED TO THE COMPANY AN AMOUNT
SUFFICIENT TO SATISFY ANY FEDERAL, STATE, OR LOCAL WITHHOLDING TAX REQUIREMENTS,
OR SHALL HAVE MADE OTHER ARRANGEMENTS SATISFACTORY TO THE COMPANY WITH RESPECT
TO SUCH TAXES.
9.
NONTRANSFERABILITY OF OPTION.
THIS
OPTION IS NOT TRANSFERABLE BY THE