SALE OR
DISTRIBUTION OF ANY SHARES OF PURCHASE STOCK NOT COVERED BY SUCH REGISTRATION
STATEMENT DURING THE PERIOD BEGINNING SEVEN DAYS BEFORE (AS ESTIMATED BY THE
COMPANY IN GOOD FAITH, AND SET FORTH IN A NOTICE TO THE MANAGEMENT STOCKHOLDER)
AND ENDING NINETY (90) DAYS (OR SUCH SHORTER PERIOD AS MAY BE CONSENTED TO BY
THE MANAGING UNDERWRITER OR UNDERWRITERS, IF ANY) AFTER, THE EFFECTIVE DATE OF
SUCH REGISTRATION STATEMENT.
7.6
THE MANAGEMENT STOCKHOLDER REPRESENTS AND WARRANTS
THAT (I) WITH RESPECT TO THE SHARES OF PURCHASE STOCK, HE OR SHE HAS RECEIVED
AND REVIEWED THE AVAILABLE INFORMATION RELATING TO THE SHARES OF PURCHASE STOCK,
INCLUDING HAVING RECEIVED AND REVIEWED THE DOCUMENTS RELATED THERETO, AND
(II) HE OR SHE HAS BEEN GIVEN THE OPPORTUNITY TO OBTAIN ANY ADDITIONAL
INFORMATION OR DOCUMENTS AND TO ASK QUESTIONS AND RECEIVE ANSWERS ABOUT SUCH
INFORMATION, THE COMPANY AND THE BUSINESS AND PROSPECTS OF THE COMPANY WHICH HE
OR SHE DEEMS NECESSARY TO EVALUATE THE MERITS AND RISKS RELATED TO HIS OR HER
INVESTMENT IN THE SHARES OF PURCHASE STOCK AND TO VERIFY THE INFORMATION
CONTAINED IN THE INFORMATION RECEIVED AS INDICATED IN THIS SECTION 7.6, AND HE
OR SHE HAS RELIED SOLELY ON SUCH INFORMATION.
7.7
THE MANAGEMENT STOCKHOLDER FURTHER REPRESENTS AND
WARRANTS THAT (I) HIS OR HER FINANCIAL CONDITION IS SUCH THAT HE OR SHE CAN
AFFORD TO BEAR THE ECONOMIC RISK OF HOLDING THE SHARES OF PURCHASE STOCK FOR AN
INDEFINITE PERIOD OF TIME AND HAS ADEQUATE MEANS FOR PROVIDING FOR HIS OR HER
CURRENT NEEDS AND PERSONAL CONTINGENCIES, (II) HE OR SHE CAN AFFORD TO SUFFER A
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complete loss of his or her investment in the shares of Purchase Stock, (iii) he
or she understands and has taken cognizance of all risk factors related to the
purchase of the shares of Purchase Stock, (iv) his or her knowledge and
experience in financial and business matters are such that he or she is capable
of evaluating the merits and risks of his or her purchase of the shares of
Purchase Stock as contemplated by this Agreement and (v) he or she is an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act.
SECTION 8.
Company's Representations and
Warranties.
The Company represents and warrants to the Management Stockholder
that (i) this Agreement has been duly authorized, executed and delivered by
Company and is enforceable against Company in accordance with its terms and
(ii) the Purchase Stock, when issued and delivered in accordance with the terms
hereof, will be duly and validly issued, fully paid and nonassessable.
SECTION 9.
POI Acquisition's Representations and
Warranties.
POI Acquisition represents and warrants to the Management
Stockholder that this Agreement has been duly authorized, executed and delivered
by POI Acquisition and is enforceable against POI Acquisition in accordance with
its terms.
SECTION 10.
Recapitalizations, etc.
The provisions of
this Agreement shall apply, to the full extent set forth herein with respect to
the shares of Purchase Stock, to any and all shares of Common