FILING AND SUCH OTHER DOCUMENTATION AS THE COMPANY MAY REASONABLY REQUIRE TO
ASSURE COMPLIANCE WITH RULE 144 IN CONNECTION WITH SUCH DISPOSITION.
(E)
ABILITY TO BEAR RISK.
THE PURCHASER
REPRESENTS AND WARRANTS THAT (I) THE FINANCIAL SITUATION OF THE PURCHASER IS
SUCH THAT THE PURCHASER CAN AFFORD TO BEAR THE ECONOMIC RISK OF HOLDING THE
SHARES FOR AN INDEFINITE PERIOD AND (II) THE PURCHASER CAN AFFORD TO SUFFER THE
COMPLETE LOSS OF THE PURCHASER'S INVESTMENT IN THE SHARES.
(F)
ACCESS TO INFORMATION.
THE PURCHASER
REPRESENTS AND WARRANTS THAT (I) THE PURCHASER HAS CAREFULLY REVIEWED THE
INFORMATION DESCRIBING THE COMPANY AND THE TERMS OF THE TRANSACTION CONTEMPLATED
HEREBY FURNISHED TO THE PURCHASER AND (II) THE PURCHASER IS, AND WILL BE AT THE
TIME OF THE CLOSING, AN OFFICER OR EMPLOYEE OF THE COMPANY OR AN AFFILIATE.
(G)
RESTRICTIONS ON SALE UPON PUBLIC OFFERING.
THE PURCHASER ACKNOWLEDGES AND AGREES THAT, IN THE EVENT THAT THE COMPANY FILES
A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH RESPECT TO AN
UNDERWRITTEN PUBLIC OFFERING OF ANY SHARES OF ITS CAPITAL STOCK, THE PURCHASER
WILL NOT EFFECT ANY PUBLIC SALE OR DISTRIBUTION OF ANY SHARES OF COMMON STOCK
(OTHER THAN AS PART OF SUCH UNDERWRITTEN PUBLIC OFFERING), INCLUDING BUT NOT
LIMITED TO, PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES ACT, DURING
THE 20 DAYS PRIOR TO AND THE 180 DAYS (OR SUCH LESSER NUMBER OF DAYS THAT THE
MANAGING UNDERWRITER MAY REQUIRE) AFTER THE EFFECTIVE DATE OF SUCH REGISTRATION
STATEMENT.
THE PURCHASER FURTHER UNDERSTANDS AND ACKNOWLEDGES THAT ANY SALE,
TRANSFER OR OTHER DISPOSITION OF THE SHARES BY HIM FOLLOWING ANY UNDERWRITTEN
PUBLIC OFFERING OF THE COMMON STOCK WILL BE SUBJECT TO COMPLIANCE WITH, AND MAY
BE LIMITED UNDER, THE FEDERAL SECURITIES LAWS AND/OR STATE "BLUE SKY" SECURITIES
LAWS.
4.
RESTRICTIONS ON DISPOSITION OF SHARES.
NEITHER THE PURCHASER NOR ANY OF THE PURCHASER'S HEIRS OR REPRESENTATIVES SHALL
SELL, ASSIGN, TRANSFER, PLEDGE OR OTHERWISE DIRECTLY OR INDIRECTLY DISPOSE OF OR
ENCUMBER ANY OF THE SHARES TO OR WITH ANY OTHER PERSON, FIRM, TRUST,
ASSOCIATION, CORPORATION OR ENTITY EXCEPT IN COMPLIANCE WITH THE SHAREHOLDERS
AGREEMENT, DATED AS OF
, 2000, AMONG THE COMPANY, PURCHASER
AND THE OTHER PARTIES THERETO.
5.
REPURCHASE RIGHT EFFECTIVE ON
TERMINATION OF EMPLOYMENT.
(A)
TERMINATION OF EMPLOYMENT.
IF THE
PURCHASER'S ACTIVE EMPLOYMENT WITH THE COMPANY OR ANY SUBSIDIARY THEREOF THAT
EMPLOYS THE PURCHASER IS, OR HAS BEEN, TERMINATED FOR ANY REASON, THE COMPANY
SHALL HAVE THE OPTION TO PURCHASE ALL OR A PORTION
4
OF THE SHARES THEN HELD BY THE PURCHASER (OR, IF HIS OR HER EMPLOYMENT WAS
TERMINATED BY HIS OR HER DEATH, HIS OR HER ESTATE) AND SHALL HAVE 90 DAYS FROM
THE DATE OF TERMINATION OF PURCHASER'S EMPLOYMENT (SUCH 90 DAY PERIOD, THE
"FIRST OPTION PERIOD") DURING WHICH TO GIVE NOTICE IN WRITING TO THE PURCHASER
(OR HIS OR HER ESTATE) OF ITS ELECTION TO EXERCISE OR NOT TO EXERCISE SUCH
OPTION, IN WHOLE OR IN PART.
THE COMPANY HEREBY UNDERTAKES TO USE REASONABLE
EFFORTS TO ACT