BEHALF OF OR PURSUANT TO ANY UNDERSTANDING WITH SUCH
PURCHASER, EXECUTED ANY DISPOSITION, INCLUDING SHORT SALES, IN THE SECURITIES OF
THE COMPANY DURING THE PERIOD COMMENCING FROM THE TIME THAT SUCH PURCHASER FIRST
RECEIVED A TERM SHEET FROM THE COMPANY OR ANY OTHER PERSON SETTING FORTH THE
MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREUNDER UNTIL THE DATE HEREOF
("DISCUSSION TIME").
NOTWITHSTANDING THE FOREGOING, IN THE CASE OF A PURCHASER
THAT IS A MULTI-MANAGED INVESTMENT VEHICLE WHEREBY SEPARATE PORTFOLIO MANAGERS
MANAGE SEPARATE PORTIONS OF SUCH PURCHASER'S ASSETS AND THE PORTFOLIO MANAGERS
HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT DECISIONS MADE BY THE PORTFOLIO
MANAGERS MANAGING OTHER PORTIONS OF SUCH PURCHASER'S ASSETS, THE REPRESENTATION
SET FORTH ABOVE SHALL ONLY APPLY WITH RESPECT TO THE PORTION OF ASSETS MANAGED
BY THE PORTFOLIO MANAGER THAT MADE THE INVESTMENT DECISION TO PURCHASE THE
SECURITIES COVERED BY THIS AGREEMENT.
OTHER THAN TO OTHER PERSONS PARTY TO THIS
AGREEMENT, SUCH PURCHASER HAS MAINTAINED THE CONFIDENTIALITY OF ALL DISCLOSURES
MADE TO IT IN CONNECTION WITH THIS TRANSACTION (INCLUDING THE EXISTENCE AND
TERMS OF THIS TRANSACTION).
(G)
INDEPENDENT INVESTIGATION.
SUCH PURCHASER, IN ACQUIRING THE
SECURITIES, HAS RELIED SOLELY UPON AN INDEPENDENT INVESTIGATION MADE BY SUCH
PURCHASER AND HIS OR HER REPRESENTATIVES, IF ANY.
PRIOR TO THE DATE HEREOF,
SUCH PURCHASER HAS BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE
ANSWERS FROM, REPRESENTATIVES OF THE COMPANY REGARDING THE COMPANY'S MANAGEMENT,
FINANCES, AND BUSINESS.
SUCH PURCHASER ALSO HAS RECEIVED AND CAREFULLY REVIEWED
THE SEC REPORTS AND IS KNOWLEDGEABLE ABOUT THE AFFAIRS OF THE COMPANY.
(H)
NO GOVERNMENT RECOMMENDATION OR APPROVAL.
SUCH PURCHASER
UNDERSTANDS THAT NO UNITED STATES FEDERAL OR STATE AGENCY, OR SIMILAR AGENCY OF
ANY OTHER COUNTRY, HAS REVIEWED, APPROVED, PASSED UPON, OR MADE ANY
RECOMMENDATION OR ENDORSEMENT OF THE COMPANY OR THE PURCHASE OF THE SECURITIES.
The Company acknowledges and agrees that each Purchaser does not make or has not
made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
THE SECURITIES MAY ONLY BE DISPOSED OF IN COMPLIANCE WITH STATE
AND FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY TRANSFER OF SECURITIES
OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144, TO THE
COMPANY OR TO AN AFFILIATE OF A PURCHASER OR IN CONNECTION WITH A PLEDGE AS
CONTEMPLATED IN SECTION 4.1(B), THE COMPANY MAY REQUIRE THE TRANSFEROR THEREOF
TO PROVIDE TO THE COMPANY AN OPINION OF COUNSEL SELECTED BY THE TRANSFEROR AND
REASONABLY ACCEPTABLE TO THE COMPANY, THE FORM AND SUBSTANCE OF WHICH OPINION
SHALL BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH
TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH TRANSFERRED SECURITIES UNDER THE
SECURITIES ACT.
AS A CONDITION OF TRANSFER, ANY SUCH TRANSFEREE SHALL AGREE IN
WRITING TO BE
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BOUND BY THE TERMS OF THIS AGREEMENT AND SHALL HAVE THE RIGHTS OF A PURCHASER
UNDER THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.
(B)
THE PURCHASERS