RESULTING FROM THE USE
OF THE COMPANY INFORMATION, ERRORS THEREIN OR OMISSIONS THEREFROM. THE RILEY
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 RILEY 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
RILEY PARTY FIRST PROVIDES 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. HOWEVER, SUCH RILEY PARTY OR ITS REPRESENTATIVE
SHALL BE PERMITTED TO DISCLOSE THAT PORTION (AND ONLY THAT PORTION) OF THE
COMPANY INFORMATION THAT SUCH RILEY PARTY OR REPRESENTATIVE IS LEGALLY COMPELLED
TO DISCLOSE UNLESS A PROTECTIVE ORDER IS IN PLACE.
(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 RILEY PARTY. THE COMPANY
ACKNOWLEDGES THAT DISCLOSURES TO THE RILEY APPOINTEE ARE WITHIN SUCH PRIVILEGE.
(H)
THE PROVISIONS OF THIS SECTION 3 SHALL SUPERSEDE THE TERMS OF THE
CONFIDENTIALITY AGREEMENT BETWEEN THE COMPANY AND RILEY DATED JUNE 20, 2006
(WHICH IS HEREBY TERMINATED) AND SHALL SURVIVE THE TERMINATION OF THE STANDSTILL
PERIOD (AS DEFINED BELOW) AND THE EXPIRATION OR THE TERMINATION OF THIS
AGREEMENT.
4.
ACQUISITIONS AND DISPOSITIONS OF STOCK.
(A)
EACH OF THE RILEY PARTIES COVENANTS AND AGREES THAT, DURING THE STANDSTILL
PERIOD (AS DEFINED BELOW), NEITHER IT NOR ANY OF ITS AFFILIATES OR ASSOCIATES
WILL, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY SPECIFICALLY EXPRESSED IN
A VOTE ADOPTED BY THE BOARD OF DIRECTORS, DIRECTLY OR INDIRECTLY, PURCHASE OR
CAUSE TO BE PURCHASED OR OTHERWISE ACQUIRE OR AGREE TO ACQUIRE, BECOME OR AGREE
TO BECOME THE BENEFICIAL OWNER OF, ANNOUNCE AN INTENTION TO ACQUIRE, OR OFFER OR
PROPOSE
TO ACQUIRE, OR SOLICIT AN OFFER TO SELL, ANY COMMON STOCK OR OTHER SECURITIES
ISSUED BY THE COMPANY (OTHER THAN THE SHARES), OR ANY SECURITIES CONVERTIBLE
INTO OR EXCHANGEABLE FOR COMMON STOCK OR ANY OTHER EQUITY SECURITIES OF THE
COMPANY, IF IN ANY SUCH CASE IMMEDIATELY AFTER THE TAKING OF SUCH ACTION SUCH
RILEY PARTY AND ITS AFFILIATES AND ASSOCIATES WOULD, IN THE AGGREGATE,
BENEFICIALLY OWN MORE THAN FIFTEEN PERCENT (15%) OF THE THEN OUTSTANDING SHARES
OF COMMON STOCK; PROVIDED THAT THIS SECTION SHALL NOT APPLY TO ANY COMMON STOCK
OR OTHER SECURITIES OF THE COMPANY ACQUIRED PURSUANT TO OR RESULTING FROM ANY