IT IS FAMILIAR WITH RULE
144 PROMULGATED UNDER THE SECURITIES ACT, AS CURRENTLY IN EFFECT, AND
UNDERSTANDS THE RESALE LIMITATIONS IMPOSED THEREBY AND BY THE SECURITIES ACT.
STOP TRANSFER INSTRUCTIONS MAY BE ISSUED TO THE TRANSFER AGENT FOR SECURITIES OF
THE COMPANY (OR A NOTATION MAY BE MADE IN THE APPROPRIATE RECORDS OF THE
COMPANY) IN CONNECTION WITH THE PURCHASED SHARES.
6.
IT IS AGREED AND UNDERSTOOD BY BUYER
THAT THE CERTIFICATES REPRESENTING THE PURCHASED SHARES SHALL CONSPICUOUSLY
CONTAIN ON THE FACE OR BACK THEREOF A LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM
UNTIL THE PURCHASED SHARES ARE SOLD PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION INVOLVING A PUBLIC
OFFERING, INCLUDING A SALE PURSUANT TO RULE 144 UNDER THE SECURITIES ACT:
2
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
7.
THE COMPANY HAS AN INTEREST IN
MAINTAINING AN ORDERLY MARKET FOR THE PURCHASE AND SALE OF COMMON STOCK.
ACCORDINGLY, IN CONNECTION WITH THE PURCHASE AND SALE OF THE OFFERED SHARES, THE
COMPANY HEREBY GRANTS TO BUYER, THE REGISTRATION RIGHTS SET FORTH IN EXHIBIT III
ATTACHED HERETO.
IT IS AN EXPRESS CONDITION TO BUYER'S OBLIGATIONS UNDER THIS
AGREEMENT THAT THE COMPANY GRANT SUCH RIGHTS TO BUYER, AND SELLER AND THE
COMPANY ACKNOWLEDGE THAT BUYER WOULD NOT PURCHASE THE PURCHASED SHARES WITHOUT
THE RIGHTS GRANTED HEREIN.
THE COMPANY INTENDS TO GRANT TO OTHER PURCHASERS OF
OFFERED SHARES IDENTICAL REGISTRATION RIGHTS.
THE COMPANY IS ELIGIBLE TO
REGISTER THE OFFER AND RESALE OF THE PURCHASED SHARES BY BUYER ON A REGISTRATION
STATEMENT ON FORM S-3, AND THE COMPANY MEETS THE REQUIREMENTS FOR CONTINUED
LISTING ON THE NEW YORK STOCK EXCHANGE.
8.
THE CLOSING OF THE PURCHASE AND SALE OF
THE PURCHASED SHARES
(THE "CLOSING") SHALL TAKE PLACE AT THE OFFICES OF
STONEGATE, 5950 SHERRY LANE, SUITE 410, DALLAS, TEXAS 75225, AT SUCH TIME AS ALL
OF THE CLOSING ITEMS HAVE BEEN DELIVERED AS PROVIDED IN SECTION 2 ABOVE.
9.
THIS AGREEMENT AND ITS APPLICATION
SHALL BE GOVERNED UNDER THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO THE
CONFLICT OF LAWS PROVISIONS THEREOF.
ANY AND ALL DISPUTES AND CONTROVERSIES OF
EVERY KIND AND NATURE BETWEEN THE PARTIES HERETO ARISING OUT OF OR RELATING TO
THIS AGREEMENT RELATING TO THE EXISTENCE, CONSTRUCTION, VALIDITY, INTERPRETATION
OR MEANING, PERFORMANCE, NON-PERFORMANCE, ENFORCEMENT, OPERATION, BREACH,
CONTINUANCE OR TERMINATION THEREOF SHALL BE SUBJECT TO A NON-BINDING ARBITRATION
MUTUALLY AGREEABLE TO THE PARTIES OR, IN THE ABSENCE OF SUCH MUTUAL AGREEMENT,
THEN SUBJECT TO ARBITRATION IN ACCORDANCE WITH THE RULES OF THE AMERICAN
ARBITRATION ASSOCIATION, WHICH ARBITRATION SHALL BE HELD IN A MAJOR CITY WHICH
IS AS CLOSE TO BOTH PARTIES AS POSSIBLE.
IT IS THE INTENT OF THE PARTIES HERETO
AND THE PURPOSE OF THIS PROVISION