EXHIBIT 10.7
STOCK ACQUISITION AGREEMENT
This Stock Acquisition Agreement (the "Agreement") is entered into as
of November 3, 1997, by and between D & E Communications, Inc., a Pennsylvania
corporation (the "Company"), and Southwestern Investments, Inc., a Nevada
corporation and a wholly-owned subsidiary of Citizens Utilities Company (the
"Purchaser").
WHEREAS, the Company desires to sell and the Purchaser desires to
purchase up to 1,300,000 shares of the Company's common stock, par value $0.16
per share (the "Common Stock"), for the consideration and on the terms set forth
herein;
NOW THEREFORE, in consideration of the representations, warranties,
covenants and conditions set forth in this Agreement, the parties to this
Agreement, intending to be legally bound hereby, mutually covenant and agree as
follows:
1. Transaction.
1.1. Sale and Issuance. At the Closing (as hereafter defined), the
Purchaser shall purchase from the Company and the Company shall issue and sell
to the Purchaser 1,300,000 shares of Common Stock in consideration of the
Purchase Price (as hereafter defined) per share, in cash; provided, that if the
Purchase Price is less than $25.00 per share then the Company may elect in its
discretion to reduce the number of shares of Common Stock it will sell and the
Purchaser will purchase, but to not less than 1,000,000 shares. The "Purchase
Price" shall be a per share price equal to the sum of (i) the average of the
closing prices of the Common Stock on the NASDAQ National Market System on each
of the thirty (30) trading days ending on the day prior to the Closing (the
"Average Price") plus (ii) 10% of the Average Price; provided, that if the
Purchase Price as so determined is less than $20.00 per share then the Purchase
Price shall be equal to $20.00 per share and if the Purchase Price as so
determined is greater than $25.00 per share then the Purchase Price shall be
equal to $25.00 per share. The Company and the Purchaser shall jointly determine
and confirm with each other in writing the Purchase Price after the close of
regular hours trading on the NASDAQ National Market on the day prior to the
Closing and the Company shall then advise the Purchaser in writing of the number
of shares of Common Stock that it intends to sell to the Purchaser at the
Closing. The amount equal to the number of shares to be sold by the Company at
the Closing multiplied by the Purchase Price shall be the "Aggregate Purchase
Price."
1.2. Payment and Delivery. The Purchaser shall deliver the Aggregate
Purchase Price to the Company at the Closing by wire transfer of immediately
available funds pursuant to written instructions to be provided by the Company
at least two days prior to the Closing. Upon evidence of receipt of such funds,
the Company shall promptly deliver to the Purchaser a stock certificate
representing the number of shares of Common Stock purchased by Purchaser.
1.3. Closing. The consummation of the transfer and delivery of the
Common Stock to the Purchaser and the receipt of the Aggregate Purchase Price by
the Company will constitute the "Closing." Unless otherwise mutually agreed to
by the parties, the purchase and sale provided for in this Agreement shall take
place at the offices of the Company at 000 Xxxx Xxxx Xxxxxx, Xxxxxxx,
Xxxxxxxxxxxx, at 10:00 a.m. (local time) on the later of (i) December 1, 1997,
or (ii) the date that is two business days following the termination of the
applicable waiting period under the Xxxx-Xxxxx Xxxxxx Antitrust Improvements Act
of 1976. Failure to consummate the purchase and sale provided for in this
Agreement on the date, time and at the place determined pursuant to this Section
1.3 will not result in the termination of this Agreement and will not relieve
any party of any obligation under this Agreement.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Purchaser as follows:
2.1. Organization. The Company is a corporation duly organized,
validly existing and in good standing under the laws of the Commonwealth of
Pennsylvania and has all requisite corporate power and authority to own and
lease its properties, to carry on its business as presently conducted and to
perform the transaction contemplated hereby.
2.2. Authorization. All corporate action on the part of the Company
and its Board of Directors and shareholders necessary for the authorization,
execution, delivery and performance of the obligations of the Company under this
Agreement, including the authorization, issuance and sale of the Common Stock to
the Purchaser, has been taken. This Agreement constitutes the valid and legally
binding obligation of the Company enforceable against the Company in accordance
with its terms.
2.3. Validity. The Common Stock, when issued, sold and delivered in
accordance with the terms of this Agreement, will be duly and validly issued,
fully paid and nonassessable.
2.4. Capitalization. The authorized capital stock of the Company
consists of 30,000,000 shares of Common Stock, par value of $0.16 per share, and
20,000,000 shares of Preferred Stock, without par value. As of October 24, 1997,
there were 6,121,956 shares of Common Stock issued and outstanding. As of the
date hereof, other than this Agreement, there are no options, warrants, calls or
other commitments outstanding that obligate the Company to issue or sell any
shares of capital stock, other than pursuant to the Company's Dividend
Reinvestment Plan and Employee Stock Purchase Plan, and except that the Company
is obligated to issue certain warrants to purchase Common Stock to Xxxxx Xxxx &
Company in consideration of their arranging certain equity and/or debt financing
for the Company.
2.5. No Conflict. The execution, delivery and performance of this
Agreement will not result in a violation of or default under, or result in the
imposition of any lien pursuant to, (i) the Company's Articles of Incorporation
or By-laws as in effect prior to the transaction contemplated hereby, or (ii)
any material mortgage, indenture, agreement, instrument or contract to which the
Company is a party.
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2.6. Accuracy of Public Information. All documents filed by the
Company with the Securities and Exchange Commission were true and correct in all
material respects as of the date thereof and, as of the date thereof, did not
omit to state any material fact required to be stated therein or necessary in
order to make the statements made therein not misleading.
2.7. No Material Adverse Change. Since December 31, 1996, there has
not been any material adverse change in the business, properties, financial
condition or results of operation of the Company and its consolidated
subsidiaries, taken as a whole.
3. Representations and Warranties of the Purchaser. The Purchaser
hereby represents and warrants to the Company as follows:
3.1. Organization and Standing. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of Delaware and
has all requisite corporate power and authority to perform the transaction
contemplated hereby. The Purchaser was not organized for the purpose of
purchasing the Common Stock.
3.2. Authorization, Execution and Delivery. All corporate action on
the part of the Purchaser and its Board of Directors and shareholders necessary
for the authorization, execution, delivery and performance of the obligations of
the Purchaser under this Agreement, has been taken. The Agreement constitutes a
valid and legally binding obligation of the Purchaser enforceable against the
Purchaser in accordance with its terms.
3.3. Enforceability. The execution, delivery and performance of this
Agreement will not result in a violation of or default under, or result in the
imposition of any lien pursuant to (i) the Purchaser's Certificate of
Incorporation or By-laws as in effect immediately prior to the Closing, or (ii)
any material mortgage, indenture, agreement, instrument or contract to which the
Purchaser is a party.
3.4. Securities Matters.
3.4.1. The Purchaser understands that, upon issuance, the
Common Stock will not be registered under the Securities Act of 1933, as amended
(the "Securities Act"), or any applicable state securities laws in reliance on
exemptions from the registration requirements therein, and that the Company's
reliance on such exemptions is predicated on the Purchaser's representations set
forth herein and otherwise in connection with the offer and sale of the Common
Stock.
3.4.2. The Common Stock is being acquired by the Purchaser for
investment for its own account, not as a nominee or agent, and not with a view
to the sale or distribution of all or any part thereof, and the Purchaser has no
present intention of selling, granting participation in or otherwise
distributing the same in violation of applicable securities laws. The Purchaser
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 Common Stock, in violation of
applicable securities laws.
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3.4.3. The Purchaser (i) has been afforded, prior to the
execution of the Agreement, the opportunity to ask questions of, and to receive
answers from, the Company's executive officers, and to obtain any additional
information, to the extent the Company has such information or could have
acquired it without unreasonable effort or expense, necessary to make an
informed investment decision with respect to the purchase of the Common Stock,
(ii) has not relied upon any representation, warranty or statement, other than
those expressly set forth in this Agreement and the public documents filed by
the company with the Securities and Exchange Commission, (iii) has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits, risks and suitability of its investment and can bear the
economic risks of this investment, and (iv) acknowledges and understands that
the Company has relied upon the representations made by the Purchaser in the
Agreement and otherwise in connection with the offer and sale of the Common
Stock, and (v) represents and warrants that Purchaser's representations herein
are true, complete and accurate as of the date of this Agreement.
3.4.4. The Purchaser understands that the Common Stock may not
be sold, transferred or otherwise disposed of without registration of such
Common Stock under the Securities Act and any applicable state securities laws,
or the availability of exemptions from the registration provisions thereunder,
and that in the absence of an effective registration statement covering the
Common Stock or available exemptions from registration, the Common Stock must be
held indefinitely.
3.4.5. The Purchaser is aware that the Common Stock to be
issued hereunder may not be sold pursuant to Rule 144 promulgated under the
Securities Act unless all the conditions of that Rule are satisfied.
3.5. Conditions. The obligation of each party hereto to consummate
the transactions contemplated hereby shall be subject to the following
conditions: (i) the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 0000 (xxx "XXX Xxx") shall have expired or been
terminated, (ii) no action, suit or proceeding relating to the transaction
contemplated hereby shall be pending or threatened, and (iii) the
representations and warranties herein of the other party hereto shall be true
and correct in all material respects as of the Closing Date. (The Company and
the Purchaser agree to cooperate in the preparation of the required
notifications under the HSR Act, to file such notifications as promptly as
reasonably practicable, and to use their reasonable best efforts to obtain
termination of the waiting period under the HSR Act.)
3.6. Transfer; Legends. The Common Stock acquired by the Purchaser
pursuant to this Agreement may not be sold, transferred or otherwise disposed of
except pursuant to an effective registration statement under the Securities Act
and any applicable state securities laws or pursuant to an opinion of counsel
satisfactory to the Company that such registration is not required. All
certificates evidencing the Common Stock acquired by the Purchaser pursuant to
this Agreement shall bear the following legend:
These securities have not been registered under the Securities Act
of 1933, as amended, or any state securities laws (the "Acts") and
may not be sold, offered for sale, transferred or otherwise disposed
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of except pursuant to an effective registration statement as to the
securities under the Acts or pursuant to an opinion of counsel
satisfactory to the Company that such registration is not required.
4. Confidentiality. All information provided by the Company to the
Purchaser in connection with this Agreement shall be subject to the existing
Confidentiality Agreement between the parties hereto.
5. Standstill Agreement. For a period of one year from the date of this
Agreement, the Purchaser and its representatives shall not, directly or
indirectly, nor shall the Purchaser cause any person or entity controlled by it
to: (i) acquire, agree to acquire or make any offer or proposal to acquire,
directly or indirectly, by purchase, tender or exchange offer or otherwise, any
securities of the Company except by way of stock dividends or other
distributions made on a pro rata basis to all shareholders of the Company; (ii)
solicit proxies or consents or become a "participant" in a "solicitation" (as
such terms are defined in Regulation 14A under the Securities Exchange Act of
1934, as amended (the "Exchange Act")) of proxies or consents with respect to
securities of the Company with regard to any matter; (iii) seek to advise,
encourage or influence any person with respect to the voting of any securities
of the Company, or induce, attempt to induce or in any manner assist any other
person in initiating any stockholder proposal or a tender or exchange offer for
securities of or any change of control of the Company, or for the purpose of
convening a stockholders' meeting of the Company; (iv) make any public
announcement or make any written or oral proposal or invitation to discuss any
possibility, intention, plan or arrangement, relating to a tender or exchange
offer for securities of the Company or a business combination (or other similar
transaction which would result in a change of control), sale of assets,
liquidation or other extraordinary corporate transaction between the Purchaser
or any of its affiliates and the Company or take any action which might require
the Purchaser to make a public announcement regarding any of the foregoing.
6. Twenty Percent Ownership Limit. For accounting reasons, the
Purchaser currently desires that aggregate number of shares of Common Stock
beneficially owned by it be less than twenty percent (20%) of the aggregate
number of shares of Common Stock outstanding without its consent. If the Company
intends to repurchase shares of Common Stock and as a result of such repurchases
the Purchaser would beneficially own twenty percent (20%) or more of the shares
of Common Stock outstanding after such repurchases, then before effecting such
repurchases the Company shall first offer in writing to purchase shares of
Common Stock from the Purchaser at a price and on such other terms as the
Company intends to repurchase shares of Common Stock from third parties, such
that after all such repurchases from third parties, the aggregate number of
shares of Common Stock beneficially owned by the Purchaser is less than twenty
percent (20%) of the aggregate number of shares of Common Stock outstanding. If
the Purchaser does not accept such offer of the Company to purchase within ten
(10) business days after it is received by the Purchaser, then the Company shall
have the right to effect repurchases from third parties at the price and on such
other terms as were offered to the Purchaser.
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7. Right of First Refusal. If the Purchaser proposes to sell, transfer
or otherwise convey (a "transfer") all or part of the Common Stock held by it,
the Purchaser shall notify the Company in writing of its intention, including
the number of shares to be sold, the identity of the proposed purchaser, the
proposed purchase price and the other terms of the sale. The Company shall
thereupon have the right to purchase all or part of the shares proposed in the
notice to be sold at the price and on the same terms as set forth in said
notice. If the Company decides to exercise its right of first refusal, it shall
deliver a written notice to such effect to the Purchaser within ten (10)
business days after receiving notice from the Purchaser. The Company shall
consummate such purchase not later than thirty (30) days after giving its notice
to the Purchaser. If the Company declines to exercise its right to purchase the
shares of Common Stock proposed to be sold by the Purchaser, the Purchaser may,
for a period of ninety (90) days, transfer such shares to the person, at the
price and on the other terms set forth in its notice to the Company; provided,
however, that it shall be a condition of the Purchaser's right to transfer such
shares (other than a transfer in a registered public offering in which the
transferee acquires beneficial ownership of less than 200,000 shares) that the
purchaser thereof agree to be bound by Sections 5 and 7 of this Agreement. All
certificates evidencing the Common Stock acquired by the Purchaser pursuant to
this Agreement shall bear the following legend:
The sale, transfer or other disposition of the shares of Common Stock
represented by this certificate is subject to the terms and conditions
of a Stock Acquisition Agreement dated as of October __, 1997, by and
between ___________ and __________, a copy of which is on file at the
Company's registered office.
8. Registration Rights. The parties agree that they shall be bound by
the registration rights provision attached hereto as Exhibit A.
9. No Pre-Closing Acquisitions. The Company covenants and agrees that
from the date of this Agreement through the Closing, it shall not purchase nor
shall it permit any of its subsidiaries or employee benefit plans to purchase
any shares of Common Stock, except that the Company's Dividend Reinvestment Plan
and Employee Stock Purchase Plan may continue to purchase newly issued shares
directly from the Company but not in the open market.
10. Termination. If the Closing has not occurred by March 31, 1997,
this Agreement shall terminate and be of no further force or effect, and neither
party shall have any liability to the other except for any damages suffered by a
party as a result of a breach of this Agreement by the other party.
11. Miscellaneous.
11.1. Governing Law. The Agreement shall be governed by and
construed under the laws of the Commonwealth of Pennsylvania without regard to
any jurisdiction's conflicts of laws provisions.
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11.2. Entire Agreement. This Agreement constitutes the entire
agreement of the parties and no party shall be liable or bound to any other
party in any manner by any warranties, representations or covenants except as
specifically set forth herein. The terms of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties except to the extent assignability is limited herein.
11.3. Assignability. Neither party shall assign, or otherwise
transfer any interest in this Agreement to any other person or entity without
the prior written consent of the other party.
11.4. No Third-Party Beneficiaries. Nothing in the Agreement shall
be construed to give any person other than the parties hereto any legal or
equitable right, remedy or claim under this Agreement. The Agreement shall be
for the sole and exclusive benefit of the parties hereto.
11.5. Counterparts; Facsimile. This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same agreement. Delivery of executed
signature pages by facsimile transmission will constitute effective and binding
execution and delivery.
11.6. Titles and Subtitles. The titles and subtitles used in the
Agreement are used for convenience only and are not to be considered in
construing or interpreting the Agreement.
11.7. No Presumption. There will be no presumption against any party
on the ground that such party was responsible for preparing this Agreement or
any part of it.
11.8. Publicity. Except as otherwise required by law, neither the
Company nor the Purchaser shall issue a press release or make any other public
announcement regarding the transactions contemplated by this Agreement without
the consent of the other, which consent shall not be unreasonably withheld.
12. Notices. Any notice required or permitted under this Agreement
shall be given in writing and shall be deemed effectively given upon (i)
personal delivery, (ii) facsimile transmission, with confirmed receipt, or (iii)
delivery by overnight courier, charges prepaid at the following addresses:
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If to the Company at:
D & E Communications, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Chief Executive Officer
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
If to the Purchaser:
Southwestern Investments, Inc.
Xxxxxxxxxxxxxx Xxxxxxx
Xxxx Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Chief Executive Officer
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
IN WITNESS WHEREOF, the parties have executed the Agreement as of
November 3, 1997.
D & E COMMUNICATIONS, INC.
By: /s/ G. Xxxxxxx Xxxx
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Title: Senior Vice President
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SOUTHWESTERN INVESTMENTS, INC.
By: /s/ Xxxxxx X. XxXxxxxx
-------------------------------------
Title: Vice President, Treasurer & Chief
-----------------------------------
Financial Officer
-----------------------------------
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EXHIBIT A
REGISTRATION RIGHTS
1. In connection with your (for purposes of this Exhibit A, the terms
"you" and "your" shall refer to the Purchaser) purchase from D & E
Communications, Inc. ("D & E") of up to 1,300,000 shares of the Common Stock of
D & E (the "Registrable Securities"), D & E covenants and agrees to prepare and
file with the Securities and Exchange Commission (the "Securities Commission") a
registration statement covering all or such number of shares of the Registrable
Securities which you may designate, at a time within the consecutive ten-year
period commencing with the date hereof (the "Term") which, subject to the other
provisions hereof, is mutually agreeable to both of us, but in no event earlier
than 20 days or later than 60 days from the date of receipt by D & E of a
written demand from you requesting that a registration statement with respect to
all or a portion of the Registrable Securities (the "Offered Securities") be
filed with the Securities Commission under the Securities Act of 1933, as
amended (the "Securities Act"). D & E shall use its best efforts to cause such
registration statement to become effective to permit the sale of the Offered
Securities. You understand and agree that the Offered Securities may only be
registered at such time as you are prepared to sell such shares and that any
sale of the Offered Securities may only be effected through underwriters of
recognized standing.
2. D & E shall furnish you such numbers of copies of a printed
prospectus, including a preliminary prospectus and any amendments or supplements
thereto, in conformity with the requirements of the Securities Act, and such
other documents as you may reasonably request in order to facilitate the sale of
the Offered Securities. D & E shall also register or qualify the Offered
Securities covered by such registration statement under such securities or blue
sky laws of such jurisdictions as you shall reasonably request. D & E shall keep
effective and maintain any such registration statement until you have sold or
disposed of all of the Offered Securities, but in no event for a period beyond
six months from the effective date of such registration statement, and from time
to time during such six-month period D & E shall amend or supplement the
prospectus used in connection therewith to the extent necessary in order to
comply with Securities Act, it being understood that on notice to you, D & E
shall have the right to suspend the sale of any offered Securities, with the
further understanding that in the event D & E so suspends such sale during said
six-month period, the period of such suspension shall be added onto the said
six-month period at the end thereof.
3. D & E may include other shares of D & E's Common Stock or other of D
& E's securities in such registration statement filed pursuant to the
aforementioned demand. D & E shall be required to file only three registration
statements relating to the Registrable Securities.
4. Nothing herein shall restrict D & E's ability to file any
registration statement or prospectus or prospectus supplement in respect of the
offering and sale of other shares of D & E's Common Stock or other of D & E's
other securities at any time or from time to time or to
otherwise offer or sell any other shares of D & E's Common Stock or other of D &
E's other securities.
5. Notwithstanding the foregoing, D & E shall have no obligation to
prepare and file such registration statement covering any of the Offered
Securities, if (a) at the time of the receipt of the demand, a registration
statement covering any of D & E's securities is (i) is expected to be filed by D
& E within 60 days, (ii) is then in effect or (iii) became effective within the
six-month period immediately preceding such demand, or it is prohibited from so
doing pursuant to agreements with underwriters, or (b) promptly after receipt of
such demand, D & E furnishes to you (i) an opinion of its counsel to the effect
that such registration would require the disclosure of an event or information
which the Company does not then desire to disclose, and (ii) a certificate
signed by the President of the Company stating that in the reasonable, good
faith judgment of the Board of Directors disclosure of such event or information
would have a material adverse effect on the Company (the Company will advise you
of the nature of such event or information upon receipt of a signed
confidentiality agreement reasonably satisfactory to the Company); provided,
that in such event, D & E's obligation to prepare and file a registration
statement shall be deferred for not more than three (3) months.
6. Additionally, if D & E at any time during the Term proposes to
register any of its securities under the Securities Act for sale to the general
public, on any form upon which the Offered Securities may be registered, D & E
will at each such time during the Term give prompt notice to you of its
intention. Upon your written request given within 30 days after D & E has given
such notice, D & E will cause each of the Offered Securities which you have
requested be registered under the Securities Act, to be included in such
registration statement, all to the extent requisite to permit the sale by you of
the Offered Securities so to be registered. If the securities to be so
registered for sale by D & E are to be distributed by or through a firm of
underwriters of recognized standing, then the Offered Securities to be
registered shall be included in such underwriting on the same terms as other
securities of the same class which are included in such underwriting, provided
that if, in the written opinion of the managing underwriter or underwriters, the
total amount of such securities to be so registered, when added to such Offered
Securities, will exceed the maximum amount of D & E's securities which can be
marketed without otherwise materially and adversely affecting the entire
offering, then D & E shall exclude from such underwriting (a) first, all
securities, other than the Offered Securities, being sold for the account of
other than D & E, (b) next, the number of Offered Securities, as is necessary in
the opinion of the managing underwriter to reduce the size of the offering, and
(c) last, the number of securities for the account of D & E which in the opinion
of the managing underwriter can or should be excluded.
7. You agree that you are acquiring the Common Stock shares for
investment only and without any intention on your part to sell or otherwise
distribute any of such shares, that no transfer of said shares will be made
without registration under the Securities Act or an opinion of Counsel for you
that such transfer is pursuant to an exemption under the Securities Act and that
the certificates representing said shares shall be endorsed with the following
legend:
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These securities have not been registered under the Securities Act
of 1933, as amended, or any state securities laws (the "Acts") and
may not be sold, offered for sale, transferred or otherwise disposed
of except pursuant to an effective registration statement as to the
securities under the Acts or pursuant to an opinion of counsel
satisfactory to the Company that such registration is not required.
8. The costs and expenses of the registration and qualification of
Offered Securities under the Securities Act and state securities acts and of all
other actions which D & E is required to take or effect pursuant to paragraph 1
of the Agreement, shall be paid by you (including, without limitation, all
registration and filing fees, printing expenses, auditing costs and expenses,
and the reasonable fees and disbursements of counsel for D & E and your
counsel). With respect to such of the Registrable Securities which you desire to
have registered pursuant to paragraph 6 of this Agreement, such fees, expenses
and disbursements (other than your share of registration and filing fees and
underwriters commissions based on the number of shares requested by you, and
disbursements of your counsel and any extraordinary expenses, such as but not
limited to, expense of securing approval of regulatory authorities, all of which
shall be paid by you in full) shall be paid by D & E.
9. You shall have the right to assign and transfer the registration
rights set forth in paragraphs 1 and 6 hereof to one person (the "Assignee"),
but only in connection with a single sale of all of the Registrable Securities
(or such of such shares that you have not heretofore sold pursuant to
registrations under said paragraphs) to a purchaser or purchasers who
represent(s) to D & E that the purchaser or purchasers (is)(are) acquiring the
shares for investment only and not with a view to the sale or other distribution
thereof and an acknowledgment and agreement that (i) any sale or transfer of the
acquired shares may only be effected pursuant to a registration under the Act or
with an opinion of D & E's counsel that such transfer is being made pursuant to
an exemption under the Act, (ii) that any sale or other transfer may only be
made through underwriters of recognized standing, (iii) that the legend
referenced in paragraph 7 shall remain on the certificates for the shares
transferred by you to such person and (iv) that all of the restrictions and
limitations set forth in paragraphs 1 through 8 of this agreement shall apply
with full force and effect and be binding on the Assignee.
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