the ability to bear the economic risk (including the
risk of total loss) of Dukes investment.
3.5 Rule 144. Duke acknowledges that it is aware of Rule 144 promulgated under the
Securities Act, which permits limited public resales of securities acquired in a non-public
offering, subject to the satisfaction of certain conditions. Duke understands that under Rule 144,
except as otherwise provided by section (k) of that Rule, the conditions include, among other
things: the availability of certain current public information about the issuer, the resale occurring not less than one year after the party has
purchased and paid for the securities to be sold and limitations on the amount of securities to be
sold and the manner of sale. Duke understands that the current information referred to above is
not now available and the Company has no present plans to make such information available. Duke
acknowledges and understands that the Company may not be satisfying the current public information
requirement of Rule 144 at the time Duke desires to sell any of the Shares and that, in such event,
Duke may be precluded from selling such stock under such Rule, even if the one-year minimum holding
period of such Rule has been satisfied. Duke acknowledges that in the event all of the
requirements of Rule 144 are not met, then registration under the Securities Act, compliance with
the Securities and Exchange Commissions (the Commission) Regulation A or another exemption from
registration will be required for any disposition of the Common Stock. Duke understands that
although Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing
to sell restricted securities received in a private offering other than in a registered offering or
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 the brokers who
participate in the transactions do so at their own risk.
3.6 Accredited Investor. Duke is an accredited investor within the meaning of the
Commissions Rule 501 of Regulation D promulgated under the Securities Act.
4. General Provisions.
4.1 Registration Rights and Other Stockholder Agreements. The Company agrees to use
its best efforts to grant customary piggyback registration rights to Duke if, when and upon the
same terms as such rights may be granted to the currently existing holders of the Common Stock of
the Company (the Founders) in their capacity as holders of Common Stock. Duke agrees to be and
to become subject to such contractual restrictions on the transfer of the Shares and to such rights
of first refusal upon any transfer thereof if, when and upon the same terms as the Founders (in
their capacity as holders of Common Stock) may agree to become subject.
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