BY THE OFFICERS OF THE COMPANY OR BY RESOLUTION OF THE BOARD OF
DIRECTORS. FOR PROPOSES HEREOF, THE REPRESENTATIVES OF A PERSON SHALL BE ITS
DIRECTORS, OFFICERS, LEGAL COUNSEL AND ACCOUNTANTS ("REPRESENTATIVES").
(C)
ALL PARTIES TO THIS AGREEMENT ACKNOWLEDGE THAT THE RESTRICTIONS OF
DISCLOSURE OF COMPANY INFORMATION SHALL NOT APPLY TO INFORMATION THAT (I) WAS IN
OR ENTERS THE PUBLIC DOMAIN OR WAS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC
OTHER THAN AS A RESULT OF DISCLOSURE BY A RILEY PARTY OR ANY REPRESENTATIVE
THEREOF, (II) WAS INDEPENDENTLY ACQUIRED BY A RILEY PARTY (OTHER THAN
INFORMATION ACQUIRED BY THE RILEY APPOINTEE AS A RESULT OF HIS MEMBERSHIP ON THE
BOARD OF DIRECTORS) WITHOUT VIOLATING ANY OF THE OBLIGATIONS OF ANY OF THE RILEY
PARTIES OR ANY OF THEIR REPRESENTATIVES UNDER THIS AGREEMENT OR ANY OTHER
CONFIDENTIALITY AGREEMENT, OR UNDER ANY OTHER CONTRACTUAL, LEGAL, FIDUCIARY OR
BINDING OBLIGATION OR DUTY OF ANY RILEY PARTY OR ITS REPRESENTATIVES, (III) WAS
AVAILABLE, OR BECOMES AVAILABLE, TO A RILEY PARTY ON A NON-CONFIDENTIAL BASIS
OTHER THAN AS A RESULT OF ITS DISCLOSURE TO A RILEY PARTY BY THE COMPANY OR ANY
DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF THE COMPANY, BUT ONLY IF TO THE
KNOWLEDGE OF THE RILEY PARTIES THE SOURCE OF SUCH INFORMATION IS NOT BOUND BY A
CONFIDENTIALITY AGREEMENT WITH THE COMPANY OR IS NOT OTHERWISE PROHIBITED FROM
TRANSMITTING THE INFORMATION TO A RILEY PARTY OR ITS REPRESENTATIVES BY A
CONTRACTUAL, LEGAL, FIDUCIARY OR OTHER BINDING OBLIGATION, OR (IV) WAS
AUTHORIZED IN WRITING BY THE COMPANY TO BE DISCLOSED.
(D)
EACH RILEY PARTY ACKNOWLEDGES 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 RILEY 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 RILEY PARTY AGREES TO BE BOUND BY AND TO
COMPLY WITH THE COMPANY'S INSIDER TRADING POLICY. THE COMPANY ACKNOWLEDGES THAT
B. RILEY & CO., INC. MAY CONTINUE TO TRADE ON BEHALF OF CUSTOMERS/CLIENTS
PROVIDED THE PERSONS EXECUTING OR RECOMMENDING SUCH TRADES ARE NOT GIVEN ACCESS
TO COMPANY INFORMATION AND SUCH TRADES ARE NOT BASED ON COMPANY INFORMATION
DISCLOSED IN VIOLATION OF THIS AGREEMENT.
(E)
THE RILEY 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