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EXHIBIT 10.26
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL, SATISFACTORY TO
THE COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
COMMON STOCK WARRANT
OF
NEWSREAL, INC.
_____________________, 2000
THIS CERTIFIES that, for value received, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the
"Warrantholder"), is entitled, upon the terms and subject to the conditions set
forth herein, to purchase from NewsReal, Inc., a Delaware corporation (the
"Company"), the number of shares of common stock, par value $.001 per share
(the "Common Stock"), of the Company (the "Shares") and at the purchase price
per share (the "Exercise Price") set forth in SCHEDULE A hereto. The number of
shares and Exercise Price are subject to adjustment as provided below.
This Warrant is being issued to the Warrantholder in lieu of cash
compensation for services rendered or to be rendered by the Warrantholder to
the Company pursuant to the Contractor Agreement dated as of February 14, 2000
(the "Contractor Agreement"), and is subject to the following terms and
conditions:
1. Exercise of Warrant. Subject to Section 2.1(b) of the
Contractor Agreement and paragraphs 2(b) and 2(c) of Exhibit A to the
Contractor Agreement, this Warrant may be exercised in whole or in part, at any
time, or from time to time, after the date hereof and on or before the fifth
anniversary of the date hereof by the surrender of this Warrant and the Notice
of Exercise annexed hereto (duly completed and executed on behalf of the
Warrantholder) to the Company and by the payment of the Exercise Price for the
Shares to be purchased by the Warrantholder to the Company by cash or check
acceptable to the Company, except as provided in Section 13 hereof. The
Company will prepare a certificate for the Shares purchased and, if this
Warrant is exercised in part, a new Warrant for the unexercised portion of this
Warrant. The Company agrees that, upon exercise of this Warrant in accordance
with the terms hereof, the Shares so purchased will be deemed to be issued to
the Warrantholder as the record owner of such Shares as of the close of
business on the date on which this Warrant was exercised.
The Warrantholder, by acceptance hereof, acknowledges that this
Warrant and Shares to be issued upon exercise hereof, are being acquired solely
for the Warrantholder's own account or for the account of other non-U.S.
Persons. The Warrantholder will not offer, sell or otherwise dispose of this
Warrant or the Shares to be issued upon exercise
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hereof except under circumstances that will not result in a violation of
Securities Act of 1933, as amended (the "Act") or other applicable federal or
state securities laws. Upon exercise or transfer of this Warrant, the
Warrantholder shall provide the Company with such information as may be
necessary or reasonably requested by the Company to establish an exemption from
the registration requirements under the Act, including without limitation,
representation regarding the status of the Warrantholder as a non-U.S. Person
or accredited investor and such other matters as may be appropriate to
establish the availability of the Regulation S or Regulation D exemption from
the registration requirements of the Act. If the Company reasonably determines
that registration under the Act is required or that the Warrantholder has
failed to provide the Company with such information as may be necessary to
establish an exemption from the registration requirements under the Act, the
Company may defer the exercise or transfer of this Warrant until either a
registration statement under the Act has been declared effective or the
Warrantholder has provided information satisfactory to the Company that
establishes the availability of an exemption from the registration requirements
under the Act.
Certificates for Shares purchased under this Warrant and, on partial
exercise of this Warrant, a new Warrant for the unexercised portion of this
Warrant will be delivered to the Warrantholder or to such person or persons as
the Warrantholder may direct as promptly as practicable after the date on which
this Warrant was exercised. The Company covenants that all Shares that may be
issued upon the exercise of rights represented by this Warrant will, upon
exercise of the rights represented by this Warrant, payment of the Exercise
Price and issuance by the Company, be duly authorized, validly issued, fully
paid and nonassessable.
With the consent of the Company, which consent will not be
unreasonably withheld, and subject to applicable laws and regulations, the
Warrantholder may direct that the certificates for Shares purchased under this
Warrant be issued in name or names other than the name of the Warrantholder.
In this case, this Warrant when surrendered for exercise must be accompanied by
the Assignment Form attached hereto duly executed by the Warrantholder and the
Notice of Exercise duly completed and executed and stating in whose name or
names certificates are to be issued.
2. Reservation of Shares; No Impairment or Amendment. The
Company will at all times reserve and keep available, solely for issuance, sale
and delivery upon the exercise of this Warrant, a number of shares of Common
Stock equal to the number of shares of Common Stock issuable upon the exercise
of this Warrant. The Company will not by any amendment of its Articles of
Incorporation or through any other means, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such shares of Common
Stock may be issued as provided herein without violation of any applicable law
or regulation, or of any requirements of any domestic securities exchange or
automated quotation system upon which the shares of Common Stock may be listed.
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3. Expiration. This Warrant, if not exercised by Warrantholder
prior thereto, will expire on the fifth anniversary of the date hereof.
4. Adjustments of Exercise Price and Number of Shares
Purchasable. The Exercise Price and the number of shares purchasable under
this Warrant is subject to adjustment from time to time in accordance with the
following provisions:
(a) Reorganization, Reclassification, Consolidation or
Merger. If any capital reorganization or reclassification of the capital stock
of the Company, or an Exchange Transaction (as define d below), or the sale
of all or substantially all of its assets to another corporation shall be
effected in such a way that holders of Common Stock shall be entitled to
receive stock, securities, cash or other property with respect to or in
exchange for Common Stock, then, as a condition of such reorganization,
reclassification, Exchange Transaction or sale, lawful and adequate provision
shall be made whereby the holder of this Warrant shall have the right to
acquire and receive upon exercise of this Warrant such shares of stock,
securities, cash or other property issuable or payable (as part of the
reorganization, reclassification, Exchange Transaction or sale) with respect to
or in exchange for such number of outstanding shares of the Company's Common
Stock as would have been received upon exercise of this Warrant at the Exercise
Price then in effect and which represent Warrant Shares that are vested and
exercisable as of the date immediately preceding such reorganization,
reclassification, Exchange Transaction or sale. The Company will not effect
any such Exchange Transaction or sale, unless prior to the consummation thereof
the successor corporation (if other than the Company) resulting from such
Exchange Transaction or the corporation purchasing such assets shall assume by
written instrument mailed or delivered to the holder of this Warrant at the
last address of such holder appearing on the books of the Company, the
obligation to deliver to such holder such shares of stock, securities or assets
as, in accordance with the foregoing provisions, such holder may be entitled to
purchase. If a purchase, tender or exchange offer is made to and accepted by
the holders of more than 50% of the outstanding shares of Common Stock of the
Company, the Company shall not effect any Exchange Transaction or sale with the
person having made such offer or with any Affiliate of such person, unless
prior to the consummation of such Exchange Transaction or sale the holder of
this Warrant shall have been given a reasonable opportunity to then elect to
receive upon the exercise of this Warrant either the stock, securities or
assets then issuable with respect to the Common Stock of the Company or the
stock, securities or assets, or the equivalent, issued to previous holders of
the Common Stock in accordance with such offer, in each case with respect to
Warrant Shares that are vested and exercisable as of the date immediately
preceding such reorganization, reclassification, Exchange Transaction or sale
or which, immediately after giving effect to such a transaction, would be
vested pursuant to Section 1.2 above. For purposes hereof, the term
"Affiliate" with respect to any given person shall mean any person controlling,
controlled by or under common control with the given person. This Warrant
shall terminate with respect to any Shares that are not vested or deemed vested
pursuant to this Section 4 as of the date of any reorganization,
reclassification, Exchange Transaction or sale referred to above effective
simultaneously with such a transaction.
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For purposes hereof, the term "Exchange Transaction" means a merger
(other than a merger of the Company in which the holders of Common Stock
immediately prior to the merger have the same proportionate ownership of Common
Stock in the surviving corporation immediately after the merger),
consolidation, acquisition of property or stock, separation, reorganization
(other than a mere reincorporation or the creation of a holding company),
liquidation of the Company or any other similar transaction or event so
designated by the Board, in its sole discretion, as a result of which the
stockholders of the Company receive cash, stock or other property in exchange
for or in connection with their shares of Common Stock.
(b) Adjustment to Exercise Price. The Exercise Price
will be proportionately adjusted based on any adjustment to the number of
Shares purchasable hereunder following the date of this Warrant.
5. Notice of Adjustment; Notices. Whenever the Exercise Price or
number of shares purchasable hereunder will be adjusted, the Company at its
expense will promptly issue a certificate signed by an executive officer of the
Company setting forth, in reasonable detail, the event requiring the
adjustment, the amount of the adjustment, the method by which such adjustment
was calculated and the Exercise Price and number of shares purchasable
hereunder after giving effect to such adjustment, and will cause a copy of such
certificate to be sent to the Warrantholder.
6. No Fractionalized Shares. No fractionalized shares of Common
Stock or other security will be issued upon exercise of this Warrant. The
shares of Common Stock or other security issued to the Warrantholder as a
result of any exercise of this Warrant in accordance with the terms hereof will
be rounded down to the nearest whole share.
7. Transfer of Warrant. Subject to section 1 hereof, this
Warrant and all rights hereunder are transferable, in whole or in part, but
only with the prior written consent of the Company, which consent will not be
unreasonably withheld. In order to transfer this Warrant, the Warrantholder
must deliver to the Company this Warrant together with the Assignment Form
annexed hereto properly endorsed. Upon receipt thereof, the Company will
affect such transfer as promptly as practicable.
8. No Voting Rights, Etc. Prior to the proper exercise of this
Warrant, the Warrantholder, as such, is not entitled to vote or receive
dividends or be deemed to be a shareholder of the Company for any purposes, nor
may anything contained in this Warrant be construed to confer such rights upon
Warrantholder.
9. Registry of Warrant. The Company will maintain a registry
showing the name and address of the Warrantholder and the Company will be
entitled to rely in all respects, prior to written notice to the contrary, upon
such registry. The Warrantholder is responsible for notifying the Company of
any change of its address.
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10. Loss, Theft, Destruction or Mutilation of Warrant. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will replace this Warrant with a new Warrant of like tenor, dated as of
such cancellation, and deliver it to the Warrantholder.
11. Office for Exercise or Exchange. This Warrant may be
surrendered for exchange, transfer or exercise, in accordance with its terms,
at the principal office of the Company, or at such other office or such other
office or agency of the Company as it may designate in writing to the
Warrantholder at its address appearing on the Company's registry or other
books.
12. Charges, Taxes and Expenses. Issuance of certificates to the
Warrantholder for Shares upon the exercise of this Warrant will be made without
charge to the Warrantholder for any issue or transfer tax or other incidental
expense in respect of the issuance of such certificates, all of which taxes and
expenses will be paid by the Company. However, if the certificates are to be
issued in a name or names other than the name of the Warrantholder, the Company
may require, as a condition to such issuance, the payment of a sum sufficient
to reimburse it for any transfer tax incidental thereto.
13. Cashless Exercise. In lieu of payment of the aggregate
Exercise Price, the Warrantholder may exercise this Warrant with respect to the
Shares that are then vested and exercisable, in whole or in part, by
presentation and surrender of this Warrant to the Company, together with a
Cashless Exercise Form attached hereto (or a reasonable facsimile thereof) duly
executed (a "Cashless Exercise"). Acceptance by the Company of such
presentation and surrender shall be deemed a waiver of the Warrantholder's
obligation to pay all or any portion of the aggregate Exercise Price. In the
event of a Cashless Exercise, the Warrantholder shall exchange this Warrant for
that number of shares of Common Stock determined by multiplying the number of
Shares being exercised by a fraction, the numerator of which shall be the
difference between the then current market price per share of the Common Stock
and the Exercise Price, and the denominator of which shall be the then current
market price per share of Common Stock. For purposes of any computation under
this Section 13, the then current market price per share of Common Stock at any
date shall be deemed to be the average for the five consecutive business days
immediately prior to the Cashless Exercise of the daily closing prices of the
Common Stock on the principal national securities exchange on which the Common
Stock is admitted to trading or listed, or if not listed or admitted to trading
on any such exchange, the closing prices as reported by the Nasdaq National
Market, or if not then listed on the Nasdaq National Market, the average of the
highest reported bid and lowest reported asked prices as reported by the
National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ") or if not then publicly traded, the fair market price of the Common
Stock as determined by the Board.
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134. Miscellaneous.
(a) Governing Law. This Warrant constitutes a contract
under and will be construed in accordance with and governed by the internal
laws of the State of Delaware.
(b) Successors and Assigns. This Warrant is binding upon
any successors or assigns of the Company and the Warrantholder and of the
Shares issued or issuable upon the exercise hereof.
(c) Definition of Warrantholder. The term Warrantholder
means the Warrantholder named in the first paragraph of this Warrant and any
successor or permitted assign of such Warrantholder known to the Company and
reflected on the Company's registry as the holder of this Warrant.
(d) Restrictions. THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF ANY EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF
1933, AS AMENDED.
(e) Amendments. This Warrant may be amended and the
observance of any term of this Warrant may be waived only with the written
consent of the Company and the Warrantholder.
(f) Notice. Any notice required or permitted under this
Warrant will be deemed effectively given upon personal delivery, delivery by
recognized international express courier or upon deposit with the United States
Post Office, by certified mail, postage prepaid and addressed to the party to
be notified at the address indicated below for such party, or at such other
address as such other party may designate by ten-day advance written notice.
(g) Acceptance. Receipt of this Warrant by the
Warrantholder constitutes acceptance of and agreement to the foregoing terms
and conditions.
[The remainder of this page is left intentionally blank.]
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This Warrant Agreement has been duly executed as of the date first
written above.
NEWSREAL, INC., a Delaware corporation
By: (SEAL)
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President & CEO
Agreed to and accepted by:
CONTRACTOR
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SCHEDULE A
LISTING OF SHARES
ISSUABLE UPON EXERCISE OF WARRANT
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DATE OF ISSUANCE NUMBER OF SHARES ISSUABLE UPON EXERCISE PRICE(1)
EXERCISE
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February, 2000 57,676 shares(2) $4.77 per share
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March, 2000 133,514 shares(3) $4.77 per share
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April, 2000 139.236 shares(3) $4.77 per share
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May, 2000 153,330 shares(3) $4.77 per share
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Total 483,756 shares
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LISTING OF SHARES ISSUABLE UPON EXERCISE OF WARRANT, PAGE TWO
AGREED AND ACKNOWLEDGED:
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NEWSREAL, INC. CONTRACTOR
BY:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
PRESIDENT & CEO
DATE:
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(1) Equals 0.50% (or pro rata portion based upon the number of days in the
month of actual termination) of the sum of (a) the aggregate number of the then
issued and outstanding shares of the Company's Common Stock, (b) the aggregate
number of shares of the Company's Common Stock issuable upon exercise of the
then outstanding options and warrants to purchase the Company's Common Stock or
upon conversion of the then outstanding debt or equity securities of the
Company, and (c) the aggregate number of any other shares of the Company's
Common Stock issuable to any other party upon exercise or conversion of any
other right or security whatsoever then outstanding.
(2) Equals 0.25% of the sum of (a) the aggregate number of the then issued and
outstanding shares of the Company's Common Stock, (b) the aggregate number of
shares of the Company's Common Stock issuable upon exercise of the then
outstanding options and warrants to purchase the Company's Common Stock or upon
conversion of the then outstanding debt or equity securities of the Company,
and (c) the aggregate number of any other shares of the Company's Common Stock
issuable to any other party upon exercise or conversion of any other right or
security whatsoever then outstanding.
(3) Equals 0.50% (or pro rata portion based upon the number of days in the
month of actual termination) of the sum of (a) the aggregate number of the then
issued and outstanding shares of the Company's Common Stock, (b) the aggregate
number of shares of the Company's Common Stock issuable upon exercise of the
then outstanding options and warrants to purchase the Company's Common Stock or
upon conversion of the then outstanding debt or equity securities of the
Company, and (c) the aggregate number of any other shares of the Company's
Common Stock issuable to any other party upon exercise or conversion of any
other right or security whatsoever then outstanding.
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NOTICE OF EXERCISE
To: NEWSREAL, INC.
1. The undersigned hereby elects to purchase __________________
shares of Common Stock ("Stock") of NEWSREAL, INC. (the "Company") pursuant to
the terms of the attached Warrant, and tenders herewith payment of the purchase
price, together with an Investment Representation Statement (see attached form)
in form and substance satisfactory to legal counsel to the Company.
2. The shares of Stock to be received by the undersigned upon
exercise of the Warrant are being acquired for its own account, not as a
nominee or agent, and not with a view to resale or distribution of any part
thereof, and the undersigned has no present intention of selling, granting any
participation in, or otherwise distributing the same. The undersigned further
represents that it does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participation to such
person or to any third person, with respect to the Stock. The undersigned
believes it has received all the information it considers necessary or
appropriate for deciding whether to purchase the Stock.
3. The undersigned understands that the shares of Stock and the
shares of the Company's Common Stock into which the Stock is convertible are
characterized as "restricted securities" under the federal securities laws
inasmuch as they are being acquired from the Company in transactions not
involving a public offering and that under such laws and applicable regulations
such securities may be resold without registration under the Securities Act of
1933, as amended (the "Act"), only in certain limited circumstances. In this
connection, the undersigned represents that it is familiar with Rule 144
promulgated under the Act, as presently in effect, and understandings the
resale limitations imposed thereby and by the Act.
4. The undersigned is an "accredited investor" as defined in Rule
502 of Regulation D under the Act or is not a "U.S. Person" as defined in Rule
902 regulations under the Act.
5. The undersigned understands the instruments evidencing the
Stock may bear one or all of the following legends:
(a) "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED."
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(b) Any legend required by applicable state law.
6. Please issue a certificate or certificates representing said
shares of Stock in the name set forth below.
------------------------------
[Please type or print name]
7. Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name set forth below.
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[Please type or print name]
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Date:
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NEWSREAL, INC.
CASHLESS EXERCISE FORM
(To be executed upon exercise of Warrant pursuant to Section 13)
The undersigned hereby irrevocably elects to surrender ______________
shares purchasable under this Warrant for such shares of Common Stock issuable
in exchange therefor pursuant to the Cashless Exercise provisions of the
within Warrant, as provided for in Section 13 of such Warrant.
Please issue a certificate or certificates for such Common Stock in
the name of, and pay cash for fractional shares in the name of:
--------------------------------------------------------------------------------
(Please print name, address, and social security number/tax identification
number:)
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and, if said number of shares of Common Stock shall not be all the shares of
Common Stock purchasable thereunder, that a new Warrant for the balance
remaining of the shares of Common Stock purchasable under the within Warrant be
registered in the name of the undersigned Warrantholder or his or her Assignee
as below indicated and delivered to the address stated below.
Dated:
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Name of Holder
or Assignee:
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(Please print)
Address:
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Signature:
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NOTE: The above signature must correspond exactly with the name on the first
page of this Warrant or with the name of the assignee appearing in the
assignment form below.
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ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply
required information. Do not use this form to purchase
shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to
------------------------------
[Please type or print name.]
whose address is
-----------------------------------------------------
[Please type or print address.]
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Date:
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Signature Guaranteed:
---------------------------------
NOTE: The signature to this Assignment Form must correspond with the name as
it appears on the face of the Warrant, without alteration or enlargement or any
change whatever, and must be guaranteed by a bank or trust company. Officers
of a corporation and those acting in a fiduciary or other representative
capacity should file proper evidence of authority to assign the foregoing
Warrant.
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INVESTMENT REPRESENTATION STATEMENT
PURCHASER:
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COMPANY: NEWSREAL, INC.
SECURITIES: Warrant to purchase _____________ shares of Common Stock
DATE:
-------------------------
In connection with the purchase of the above-listed Securities, the
undersigned, the Purchaser, represents to the Company the following:
(a) The undersigned is sufficiently aware of the
Company's business affairs and financial condition to reach an informed and
knowledgeable decision to acquire the Securities. The undersigned is
purchasing these Securities for its own account for investment purposes only
and not with a view to, or for the resale in connection with, any
"distribution" thereof for purposes of the Securities Act of 1933, as amended
(the "Securities Act").
(b) The undersigned understands that the Securities have
not been registered under the Securities Act in reliance upon a specific
exemption therefrom, which exemption depends upon, among other things, the bona
fide nature of its investment intent as expressed herein. In this connection,
the undersigned understands that, in the view of the Securities and Exchange
Commission (the "SEC"), the statutory basis for such exemption may be
unavailable if its representation was predicated solely upon a present
intention to hold these Securities for the minimum capital gains period
specified under tax statutes for a deferred sale, for or until an increase or
decrease in the market price of the Securities, or for a period of one year or
any other fixed period in the future.
(c) The undersigned further understands that the
Securities must be held indefinitely unless subsequently registered under the
Securities Act or unless an exemption from registration is otherwise available
(such as Rule 144 under the Securities Act). In addition, the undersigned
understands that the certificate evidencing the Securities may be imprinted
with a legend which prohibits the transfer of the Securities unless they are
registered or such registration is not required in the opinion of counsel for
the Company.
(d) The undersigned is familiar with the provisions of
Rule 144, promulgated under the Securities Act, which, in substance, permits
limited public resale of "restricted securities" acquired, directly or
indirectly, from the issuer thereof (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions,
including, among other things: (1) The availability of certain public
information about the Company; (2) the resale occurring not less than two years
after the party has
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purchased, and made full payment for, within the meaning of Rule 144, the
securities to be sold; and, in the case of an affiliate, or of a non-affiliate
who has held the securities less than three years; and (3) the sale being made
through a broker in an unsolicited "broker's transaction" or in transactions
directly with a market maker, as said term is defined under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the amount of
securities being sold during any three month period not exceeding the specified
limitation stated therein, if applicable. There can be no assurances that the
requirements of Rule 144 will be met, or that the Securities will ever be
saleable.
(e) The undersigned further understands that at the time
the undersigned wishes to sell the Securities there may be no public market
upon which to make such a sale, and that, even if such a public market then
exists, the Company may not be satisfying the current public information
requirements of Rule 144, and that, in such event, the undersigned would be
precluded from selling the Securities under Rule 144 even if the two-year
minimum holding period has been satisfied.
(f) The undersigned further understands that in the event
all of the applicable requirements of Rule 144 are not satisfied registration
under the Securities Act, compliance with some other registration exemption or
the notification to the Company of the proposed disposition by it and the
furnishing to the Company of (i) detailed information regarding the
disposition, and (ii) opinion of its counsel to the effect that such
disposition will not require registration (the undersigned understands such
counsel's opinion must concur with the opinion by counsel for the Company and
the undersigned must have been informed of such compliance) will be required
and that, notwithstanding the fact that Rule 144 is not exclusive, the Staff of
the SEC has expressed its opinion that person proposing to sell private
placement securities other than in a registered offering and otherwise than
pursuant to Rule 144 will have a substantial burden of proof in establishing
that an exemption from registration is available for such offers or sales, and
that such persons and their respective brokers who participate in such
transactions do so at their own risk.
Signature of Purchaser:
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