THAT THE FEDERAL
SECURITIES LAWS PROHIBIT IT FROM TRADING IN COMMON STOCK OR OTHER SECURITIES OF
THE COMPANY WHILE IN THE POSSESSION OF MATERIAL NON-PUBLIC INFORMATION RELATING
TO THE COMPANY, OR FROM COMMUNICATING SUCH INFORMATION OR OTHERWISE MAKING
TRADING RECOMMENDATIONS TO ANY OTHER PERSON UNDER CIRCUMSTANCES IN WHICH IT IS
REASONABLY FORESEEABLE THAT SUCH PERSON IS LIKELY TO TRADE IN COMMON STOCK OR
OTHER SECURITIES OF THE COMPANY.
ACCORDINGLY, THE PRESCOTT PARTIES AND THEIR
RESPECTIVE PARTNERS, MANAGERS, DIRECTORS, EMPLOYEES, ADVISORS AND AFFILIATES
WILL REFRAIN FROM TRADING IN COMMON STOCK OR OTHER SECURITIES OF THE COMPANY, OR
RECOMMENDING THAT OTHERS TRADE IN COMMON STOCK OR OTHER SECURITIES OF THE
COMPANY, AT ANY TIME WHILE IN THE POSSESSION OF COMPANY INFORMATION THAT
CONSTITUTES "MATERIAL NON-PUBLIC INFORMATION" WITHIN THE MEANING OF THE FEDERAL
SECURITIES LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH PRESCOTT
PARTY AGREES TO BE BOUND BY AND TO COMPLY WITH THE COMPANY'S INSIDER TRADING
POLICY.
(E)
THE PRESCOTT PARTIES ACKNOWLEDGE THAT THE COMPANY MAKES NO EXPRESS
OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF THE
COMPANY INFORMATION, AND THAT THE COMPANY SHALL HAVE NO LIABILITY RESULTING FROM
THE USE OF THE COMPANY INFORMATION, ERRORS THEREIN OR OMISSIONS THEREFROM.
THE
PRESCOTT PARTIES AND THEIR RESPECTIVE PARTNERS, MANAGERS, DIRECTORS, EMPLOYEES,
ADVISERS AND AFFILIATES AND OTHER REPRESENTATIVES ARE NOT ENTITLED TO RELY ON
THE ACCURACY OR COMPLETENESS OF THE COMPANY INFORMATION.
(F)
IN THE EVENT THAT ANY PRESCOTT PARTY OR ANY OF ITS
REPRESENTATIVES IS REQUIRED (WHETHER BY ORAL QUESTIONS, INTERROGATORIES,
REQUESTS FOR INFORMATION OR DOCUMENTS, SUBPOENAS, CIVIL OR CRIMINAL
INVESTIGATIVE OR DISCOVERY DEMANDS OR SIMILAR LEGAL PROCESSES, OR OTHERWISE) TO
DISCLOSE ANY COMPANY INFORMATION, SUCH PRESCOTT PARTY WILL FIRST PROVIDE THE
COMPANY WITH PROMPT WRITTEN NOTICE OF SUCH REQUIREMENT SO THAT THE COMPANY MAY
SEEK A PROTECTIVE ORDER OR OTHER APPROPRIATE REMEDY, AND/OR WAIVE COMPLIANCE
WITH THE PROVISIONS OF THIS SECTION 3, AND IT WILL COOPERATE AND WILL CAUSE ITS
REPRESENTATIVES TO COOPERATE WITH THE COMPANY WITH RESPECT TO THE FOREGOING.
IN
THE ABSENCE OF A PROTECTIVE ORDER OR SUCH A WAIVER FROM THE COMPANY, SUCH
PRESCOTT PARTY OR ITS REPRESENTATIVE SHALL BE PERMITTED TO DISCLOSE THAT PORTION
(AND ONLY THAT PORTION) OF THE COMPANY INFORMATION THAT SUCH PRESCOTT PARTY OR
REPRESENTATIVE IS LEGALLY COMPELLED TO DISCLOSE; PROVIDED, HOWEVER, THAT SUCH
PRESCOTT PARTY AND SUCH REPRESENTATIVES MUST USE REASONABLE EFFORTS TO OBTAIN
RELIABLE ASSURANCE THAT CONFIDENTIAL TREATMENT WILL BE ACCORDED BY ANY PERSON TO
WHOM ANY COMPANY INFORMATION IS SO DISCLOSED.
(G)
TO THE EXTENT THAT ANY COMPANY INFORMATION MAY INCLUDE MATERIALS
SUBJECT TO THE ATTORNEY-CLIENT PRIVILEGE, THE COMPANY IS NOT WAIVING AND WILL
NOT BE DEEMED TO HAVE WAIVED OR DIMINISHED ITS ATTORNEY WORK-PRODUCT
PROTECTIONS, ATTORNEY-CLIENT PRIVILEGES OR SIMILAR PROTECTIONS AND PRIVILEGES AS
A RESULT OF THE DISCLOSURE OF ANY COMPANY INFORMATION (INCLUDING COMPANY
INFORMATION RELATED TO PENDING OR THREATENED LITIGATION) TO ANY PRESCOTT PARTY.
(H)
THE PROVISIONS OF THIS SECTION 3 SHALL SURVIVE THE TERMINATION OF
THE STANDSTILL PERIOD (AS DEFINED BELOW) AND THE