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)
ACCESS TO INFORMATION.
EACH PURCHASER ACKNOWLEDGES THAT IT HAS
REVIEWED THE DISCLOSURE MATERIALS AND HAS BEEN AFFORDED (I) THE OPPORTUNITY TO
ASK SUCH QUESTIONS AS IT HAS DEEMED NECESSARY OF, AND TO RECEIVE ANSWERS FROM,
REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE
OFFERING OF THE SECURITIES AND THE MERITS AND RISKS OF INVESTING IN THE
SECURITIES; (II) ACCESS TO INFORMATION ABOUT THE COMPANY AND THE SUBSIDIARIES
AND THEIR RESPECTIVE FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS,
PROPERTIES, MANAGEMENT AND PROSPECTS SUFFICIENT TO ENABLE IT TO EVALUATE ITS
INVESTMENT; AND (III) THE OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION THAT
THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE THAT
IS NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE
INVESTMENT.
NEITHER SUCH INQUIRIES NOR ANY OTHER INVESTIGATION CONDUCTED BY OR
ON BEHALF OF EACH PURCHASER OR ITS REPRESENTATIVES OR COUNSEL SHALL MODIFY,
AMEND OR AFFECT SUCH PURCHASER'S RIGHT TO RELY ON THE TRUTH, ACCURACY AND
COMPLETENESS OF THE DISCLOSURE MATERIALS AND THE COMPANY'S REPRESENTATIONS AND
WARRANTIES CONTAINED IN THE TRANSACTION DOCUMENTS OR THE SELLING STOCKHOLDERS'
REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
(H)
INDEPENDENT INVESTMENT DECISION.
EACH PURCHASER HAS INDEPENDENTLY
EVALUATED THE MERITS OF ITS DECISION TO PURCHASE SECURITIES PURSUANT TO THIS
AGREEMENT, SUCH DECISION HAS BEEN INDEPENDENTLY MADE BY SUCH PURCHASER AND SUCH
PURCHASER CONFIRMS THAT IT HAS ONLY RELIED ON THE ADVICE OF ITS OWN BUSINESS
AND/OR LEGAL COUNSEL AND NOT ON THE ADVICE OF ANY OTHER PURCHASER'S BUSINESS
AND/OR LEGAL COUNSEL, OR THE COMPANY'S LEGAL COUNSEL, IN MAKING SUCH DECISION.
EACH PURCHASER HAS NOT RELIED ON THE TRUTH, ACCURACY OR COMPLETENESS OF THE
STATEMENTS CONTAINED IN ANY RESEARCH REPORT CONCERNING THE COMPANY THAT WAS
PREPARED BY AN INVESTMENT BANKING FIRM.
(I)
RELIANCE.
EACH PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT: (I)
THE SECURITIES ARE BEING OFFERED AND SOLD TO IT WITHOUT REGISTRATION UNDER THE
SECURITIES ACT IN A PRIVATE PLACEMENT THAT IS EXEMPT FROM THE REGISTRATION
PROVISIONS OF THE SECURITIES ACT AND (II) THE AVAILABILITY OF SUCH EXEMPTION
DEPENDS IN PART ON, AND THE COMPANY WILL RELY UPON THE ACCURACY AND TRUTHFULNESS
OF, THE FOREGOING REPRESENTATIONS AND SUCH INVESTOR HEREBY CONSENTS TO SUCH
RELIANCE.
22
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
The Company hereby covenants and agrees with each of the Purchasers that:
4.1
TRANSFER RESTRICTIONS.
(A)
THE SECURITIES MAY ONLY BE