ADVERTISEMENT, OR ANY OTHER FORM OF GENERAL
ADVERTISING OR SOLICITED OR INVITED TO ATTEND A PROMOTIONAL MEETING OTHERWISE
THAN IN CONNECTION AND CONCURRENTLY WITH SUCH COMMUNICATED OFFER.
(J)
NO GOVERNMENTAL REVIEW.
EACH PURCHASER UNDERSTANDS THAT NO
UNITED STATES FEDERAL OR STATE AGENCY OR ANY OTHER GOVERNMENTAL OR STATE AGENCY
HAS PASSED ON OR MADE RECOMMENDATIONS OR ENDORSEMENT OF THE SECURITIES OR THE
SUITABILITY OF THE INVESTMENT IN THE SECURITIES NOR HAVE SUCH AUTHORITIES PASSED
UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE SECURITIES.
(K)
CORRECTNESS OF REPRESENTATIONS.
EACH PURCHASER REPRESENTS AS TO
SUCH PURCHASER THAT THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE TRUE AND
CORRECT AS OF THE DATE HEREOF AND, UNLESS A PURCHASER OTHERWISE NOTIFIES THE
COMPANY PRIOR TO THE CLOSING DATE, SHALL BE TRUE AND CORRECT AS OF THE CLOSING
DATE.
(L)
RESTRICTIONS ON SHORT SALES.
NEITHER THE PURCHASER NOR ANY
AFFILIATE OF SUCH PURCHASER WHICH (I) HAD KNOWLEDGE OF THE TRANSACTIONS
CONTEMPLATED HEREBY, (II) HAS OR SHARES DISCRETION RELATING TO SUCH PURCHASER'S
INVESTMENTS OR TRADING OR INFORMATION CONCERNING SUCH PURCHASER'S INVESTMENTS,
INCLUDING IN RESPECT OF THE SECURITIES, OR (III) IS SUBJECT TO SUCH PURCHASER'S
REVIEW OR INPUT CONCERNING SUCH AFFILIATE'S INVESTMENTS OR TRADING, HAS OR WILL,
DIRECTLY OR INDIRECTLY, DURING THE PERIOD BEGINNING ON THE DATE ON WHICH C.E.
3
UNTERBERG, TOWBIN, LLC ("CEUT"), FINANCIAL ADVISORS TO THE COMPANY, FIRST
CONTACTED SUCH PURCHASER REGARDING THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT UNTIL THE "EFFECTIVE DATE" (AS DEFINED IN SECTION 7(B) HEREOF) ,
ENGAGE IN (I) ANY "SHORT SALES" (AS SUCH TERM IS DEFINED IN RULE 3B-3
PROMULGATED UNDER THE 1934 ACT) OF THE COMMON STOCK, INCLUDING, WITHOUT
LIMITATION, THE MAINTAINING OF ANY SHORT POSITION WITH RESPECT TO, ESTABLISHING
OR MAINTAINING A "PUT EQUIVALENT POSITION" (WITHIN THE MEANING OF RULE 16A-1(H)
UNDER THE 1934 ACT) WITH RESPECT TO, ENTERING INTO ANY SWAP, DERIVATIVE
TRANSACTION OR OTHER ARRANGEMENT (WHETHER ANY SUCH TRANSACTION IS TO BE SETTLED
BY DELIVERY OF SHARES OF COMMON STOCK, OTHER SECURITIES, CASH OR OTHER
CONSIDERATION) THAT TRANSFERS TO ANOTHER, IN WHOLE OR IN PART, ANY ECONOMIC
CONSEQUENCES OR OWNERSHIP, OR OTHERWISE DISPOSE OF, ANY OF THE SECURITIES BY THE
PURCHASER OR (II) ANY HEDGING TRANSACTION WHICH ESTABLISHES A NET SHORT POSITION
WITH RESPECT TO THE SHARES (CLAUSES (I) AND (II) TOGETHER, A "SHORT SALE");
EXCEPT FOR (A) SHORT SALES BY THE PURCHASER OR AFFILIATE OF SUCH PURCHASER WHICH
WAS, PRIOR TO THE DATE ON WHICH SUCH PURCHASER WAS FIRST CONTACTED BY CEUT
REGARDING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, A MARKET MAKER FOR
THE COMMON STOCK, PROVIDED THAT SUCH SHORT SALES ARE IN THE ORDINARY COURSE OF
BUSINESS OF SUCH PURCHASER OR AFFILIATE OF SUCH PURCHASER AND ARE IN COMPLIANCE
WITH THE 1933 ACT, THE RULES AND REGULATIONS OF THE 1933 ACT AND SUCH OTHER
SECURITIES LAWS AS MAY BE APPLICABLE, (B) SHORT SALES BY THE PURCHASER OR AN
AFFILIATE OF SUCH PURCHASER WHICH BY VIRTUE OF THE PROCEDURES OF SUCH PURCHASER
ARE MADE WITHOUT KNOWLEDGE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR