AVAILABILITY OF SUCH
EXEMPTIONS AND THE ELIGIBILITY OF THE EXECUTIVE TO ACQUIRE THE COMPANY COMMON
STOCK.
(D)
ACCREDITED INVESTOR STATUS. THE EXECUTIVE IS
AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SEC RULE 501 OF REGULATION D, AS
PRESENTLY IN EFFECT.
(E)
TRANSFER. THE EXECUTIVE UNDERSTANDS AND
AGREES THAT THE COMPANY COMMON STOCK MAY NOT BE OFFERED OR TRANSFERRED IN ANY
MANNER UNLESS (A) THE COMPANY COMMON STOCK IS SUBSEQUENTLY REGISTERED UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, (B) AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY HAS BEEN RENDERED STATING THAT
SUCH OFFER OR TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE
SECURITIES LAWS, OR (C) SUCH SALE IS MADE IN COMPLIANCE WITH ALL OF THE
REQUIREMENTS OF RULE 144 PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT.
(F)
LEGENDS. THE EXECUTIVE UNDERSTANDS AND
AGREES THAT IN ADDITION TO ANY OTHER RESTRICTIVE LEGEND WHICH MAY BE IMPOSED ON
THE CERTIFICATE, THE CERTIFICATE EVIDENCING THE COMPANY COMMON STOCK WILL BEAR A
LEGEND IN SUBSTANTIALLY THE FOLLOWING FORM:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT
AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OF 1933, AND THE RULES AND
REGULATIONS PROMULGATED THEREUNDER."
(G)
REPRESENTATIONS. THE REPRESENTATIONS WHICH
THE EXECUTIVE HAS MADE HEREIN ARE TRUE AND CORRECT ON THE DATE HEREOF AND THE
EXECUTIVE UNDERSTANDS THAT THE COMPANY WILL BE RELYING ON REPRESENTATIONS MADE
HEREIN IN DETERMINING WHETHER THE OFFERING IS EXEMPT FROM REGISTRATION UNDER THE
SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS. SHOULD ANY SUCH
INFORMATION CHANGE PRIOR TO THE ISSUANCE OF THE COMPANY COMMON STOCK TO THE
EXECUTIVE, THE EXECUTIVE AGREES IMMEDIATELY TO PROVIDE THE COMPANY WITH A
WRITTEN NOTICE SETTING FORTH THE CORRECTED INFORMATION.
4.
PUBLICITY. THE PARTIES AGREE, AS
PART OF THE AGREEMENT, TO MUTUAL NON-DISPARAGEMENT PROVISIONS. EACH PARTY AGREES
THAT IT OR HE WILL NOT DISPARAGE OR TALK NEGATIVELY ABOUT THE OTHER PARTY TO
ANYONE. NEITHER PARTY SHALL MAKE ANY PUBLIC ANNOUNCEMENT RELATING TO THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTY WHICH SHALL NOT BE UNREASONABLY WITHHELD; PROVIDED, HOWEVER,
THAT THE COMPANY MAY MAKE SUCH PUBLIC DISCLOSURES CONCERNING THESE MATTERS AS
MAY BE REQUIRED UNDER THE APPLICABLE SECURITIES LAWS, INCLUDING WITHOUT
LIMITATION, THE FILING OF THIS AGREEMENT AS AN EXHIBIT TO THE COMPANY'S FILINGS
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
5.
GENERAL RELEASE.
(A)
RELEASE BY EXECUTIVE. IN EXCHANGE FOR THE
CONSIDERATION PROVIDED TO EXECUTIVE AS SET FORTH ABOVE AND EXCEPT FOR THE RIGHTS
GRANTED TO EXECUTIVE UNDER THIS AGREEMENT OR
3
RIGHTS AS A STOCKHOLDER OF THE COMPANY, EXECUTIVE AGREES TO WAIVE AND RELEASE
ALL CLAIMS, KNOWN AND UNKNOWN, WHICH HE HAS OR MIGHT OTHERWISE HAVE HAD AGAINST
THE COMPANY ON BEHALF OF ITSELF AND ITS PARENT, SUBSIDIARIES AND RELATED
ENTITIES AND THEIR PAST AND