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1996;27:2033 2039. 140. Schrier RW, Estacio RO, Esler A, et al.

1 Prior to the acquisition of any shares of the Corporation, any prospective shareholder agrees represents and warrants to the Corporation that: (a) Acquisition. The prospective shareholder is acquiring such Shares for its own account and without the view to the distribution thereof within the meaning of the US Securities Act of 1933 (the quot;Securities. Actquot;) or with any present intention of distributing or selling any of such Shares except in compliance with the Securities Act. (b) No Registration. The prospective shareholder understands that (x) such Shares (i) have not been and may not be registered under the Securities Act or any state securities laws, (ii) will be issued in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, (iii) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings and.

Cash and cash equivalents include time deposits, certificates of deposit, and all highly liquid debt instruments with original maturities of three months or less. The company maintains cash and cash equivalents at financial institutions that periodically may exceed federally insured amounts.]