FOR THE SECURITIES TO BE DESIGNATED PRIVATE
OFFERINGS, RESALES AND TRADING THROUGH AUTOMATED LINKAGES ("PORTAL") MARKET
SECURITIES IN ACCORDANCE WITH THE RULES AND REGULATIONS ADOPTED BY THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. (THE "NASD") RELATING TO TRADING IN THE
PORTAL MARKET AND FOR THE SECURITIES TO BE ELIGIBLE FOR CLEARANCE AND SETTLEMENT
THROUGH THE DEPOSITORY TRUST COMPANY ("DTC").
(L)
NO RESALES BY THE COMPANY.
UNTIL THE
ISSUANCE OF THE EXCHANGE SECURITIES, THE COMPANY WILL NOT, AND WILL NOT PERMIT
ANY OF ITS AFFILIATES (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) TO,
RESELL ANY OF THE SECURITIES THAT HAVE BEEN ACQUIRED BY ANY OF THEM, EXCEPT FOR
SECURITIES PURCHASED BY THE COMPANY OR ANY OF ITS AFFILIATES AND RESOLD IN A
TRANSACTION REGISTERED UNDER THE SECURITIES ACT.
(M)
NO INTEGRATION.
NEITHER THE COMPANY NOR ANY
OF ITS AFFILIATES (AS DEFINED IN RULE 501(B) OF REGULATION D) WILL, DIRECTLY OR
THROUGH ANY AGENT, SELL, OFFER FOR SALE, SOLICIT OFFERS TO BUY OR OTHERWISE
NEGOTIATE IN RESPECT OF, ANY SECURITY (AS DEFINED IN THE SECURITIES ACT), THAT
IS OR WILL BE INTEGRATED WITH THE SALE OF THE SECURITIES IN A MANNER THAT WOULD
REQUIRE REGISTRATION OF THE SECURITIES UNDER THE SECURITIES ACT.
(N)
NO GENERAL SOLICITATION OR DIRECTED SELLING
EFFORTS.
NONE OF THE COMPANY OR ANY OF ITS AFFILIATES OR ANY OTHER PERSON
ACTING ON ITS OR THEIR BEHALF (OTHER THAN THE INITIAL PURCHASERS, AS TO WHICH NO
COVENANT IS GIVEN) WILL (I) SOLICIT OFFERS FOR, OR OFFER OR SELL, THE SECURITIES
BY MEANS OF ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE
MEANING OF RULE 502(C) OF REGULATION D OR IN ANY MANNER INVOLVING A PUBLIC
OFFERING WITHIN THE MEANING OF SECTION 4(2) OF THE SECURITIES ACT OR (II) ENGAGE
IN ANY DIRECTED SELLING EFFORTS WITHIN THE MEANING OF REGULATION S, AND ALL SUCH
PERSONS WILL COMPLY WITH THE OFFERING RESTRICTIONS REQUIREMENT OF REGULATION S.
(O)
NO STABILIZATION.
THE COMPANY WILL NOT
TAKE, DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO OR THAT COULD REASONABLY BE
EXPECTED TO CAUSE OR RESULT IN ANY STABILIZATION OR MANIPULATION OF THE PRICE OF
THE SECURITIES.
13
5.
CERTAIN AGREEMENTS OF THE INITIAL
PURCHASERS.
EACH INITIAL PURCHASER HEREBY REPRESENTS AND AGREES THAT IT HAS NOT
AND WILL NOT USE, AUTHORIZE USE OF, REFER TO, OR PARTICIPATE IN THE PLANNING FOR
USE OF, ANY WRITTEN COMMUNICATION THAT CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY THE SECURITIES OTHER THAN (I) THE PRELIMINARY
OFFERING MEMORANDUM AND THE OFFERING MEMORANDUM, (II) A WRITTEN COMMUNICATION
THAT CONTAINS NO "ISSUER INFORMATION" (AS DEFINED IN RULE 433(H)(2) UNDER THE
SECURITIES ACT) THAT WAS NOT INCLUDED (INCLUDING THROUGH INCORPORATION BY
REFERENCE) IN THE PRELIMINARY OFFERING MEMORANDUM OR THE OFFERING MEMORANDUM,
(III) ANY WRITTEN COMMUNICATION LISTED ON ANNEX A OR PREPARED PURSUANT TO
SECTION 4(C) ABOVE (INCLUDING ANY ELECTRONIC ROAD SHOW), (IV) ANY WRITTEN
COMMUNICATION PREPARED BY SUCH INITIAL PURCHASER AND APPROVED BY THE COMPANY IN
ADVANCE IN WRITING OR (V) ANY WRITTEN COMMUNICATION