PURSUANT TO SECTION 4 HEREOF.
3.8.
NO GENERAL SOLICITATION.
SUCH PURCHASER IS NOT PURCHASING THE
SHARES AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION
REGARDING THE SHARES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIA OR
BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR OR ANY OTHER
GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
4
3.9.
SALES AND CONFIDENTIALITY PRIOR TO THE DATE HEREOF.
OTHER THAN
CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREUNDER, SUCH PURCHASER HAS NOT
DIRECTLY OR INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF OR PURSUANT TO
ANY UNDERSTANDING WITH SUCH PURCHASER, EXECUTED ANY PURCHASES OR SALES,
INCLUDING SHORT SALES (AS DEFINED IN RULE 200 OF REGULATION SHO UNDER THE
EXCHANGE ACT), OF THE SECURITIES OF THE COMPANY DURING THE PERIOD COMMENCING
FROM THE TIME THAT SUCH PURCHASER FIRST BECAME AWARE OF THE TRANSACTIONS
CONTEMPLATED HEREBY UNTIL THE DATE HEREOF, AND SUCH PURCHASER SHALL NOT DO SO
UNTIL THE TRANSACTIONS CONTEMPLATED HEREBY ARE PUBLICLY DISCLOSED IN ACCORDANCE
WITH SECTION 6.6 HEREOF.
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 SHARES UNDER THIS AGREEMENT.
OTHER THAN TO ANY OTHER PERSON WHO IS
A PARTY TO THIS AGREEMENT OR TO SUCH PURCHASER'S LEGAL OR FINANCIAL ADVISORS WHO
HAVE BEEN INFORMED BY SUCH PURCHASER'S CONFIDENTIALITY OBLIGATIONS HEREUNDER,
SUCH PURCHASER HAS MAINTAINED THE CONFIDENTIALITY OF THE EXISTENCE AND TERMS OF
THE TRANSACTIONS CONTEMPLATED HEREBY, AND SHALL CONTINUE TO DO SO UNTIL SUCH
TRANSACTIONS ARE PUBLICLY DISCLOSED IN ACCORDANCE WITH SECTION 6.6 HEREOF.
3.10.
RESIDENCE.
THE OFFICE OR OFFICES OF SUCH PURCHASER IN WHICH SUCH
PURCHASER'S INVESTMENT DECISION WAS MADE, AND WHICH IS SUCH PRINCIPAL PLACE OF
BUSINESS IF SUCH PURCHASER IS OTHER THAN A NATURAL PERSON OR IS SUCH PURCHASER'S
RESIDENCE IF SUCH PURCHASER IS A NATURAL PERSON, IS LOCATED AT THE ADDRESS OR
ADDRESSES OF SUCH PURCHASER SET FORTH ON SCHEDULE I HERETO.
4.
REPRESENTATIONS AND WARRANTIES BY THE
COMPANY.
EXCEPT AS SET FORTH IN THE SEC REPORTS OR IN THE DISCLOSURE SCHEDULES
ATTACHED HERETO (THE "DISCLOSURE SCHEDULES"), THE COMPANY REPRESENTS AND
WARRANTS TO EACH PURCHASER AS FOLLOWS:
4.1.
ORGANIZATION AND QUALIFICATION.
THE COMPANY AND EACH OF ITS
SUBSIDIARIES: (A) IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING (IN
SUCH JURISDICTIONS WHERE THE CONCEPT OF "GOOD STANDING" IS RECOGNIZED) UNDER THE
LAWS OF THE JURISDICTION IN WHICH IT IS INCORPORATED OR ORGANIZED; AND (B) HAS
FULL POWER AND AUTHORITY AND THE LEGAL RIGHT TO OWN OR LICENSE AND OPERATE ITS
PROPERTY AND ASSETS AND TO CARRY ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED
AND AS CONTEMPLATED IN THIS AGREEMENT.
THE COMPANY AND EACH OF