PURCHASER'S REVIEW OR INPUT CONCERNING SUCH
AFFILIATE'S INVESTMENTS OR TRADING (COLLECTIVELY, "TRADING AFFILIATES") HAS
DIRECTLY OR INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF OR PURSUANT TO
ANY UNDERSTANDING WITH SUCH PURCHASER OR TRADING AFFILIATE, EFFECTED OR AGREED
TO EFFECT ANY TRANSACTIONS IN THE SECURITIES OF THE COMPANY (INCLUDING, WITHOUT
LIMITATION, ANY SHORT SALES INVOLVING THE COMPANY'S SECURITIES).
NOTWITHSTANDING THE FOREGOING, NO PURCHASER MAKES ANY REPRESENTATION, WARRANTY
OR COVENANT HEREBY THAT IT WILL NOT ENGAGE IN SHORT SALES IN THE SECURITIES OF
THE COMPANY AFTER THE TIME THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
ARE FIRST PUBLICLY ANNOUNCED.
(G)
INDEPENDENT INVESTIGATION.
SUCH PURCHASER, IN ACQUIRING THE SECURITIES,
HAS RELIED SOLELY UPON AN INDEPENDENT INVESTIGATION MADE BY SUCH PURCHASER AND
HIS OR HER REPRESENTATIVES, IF ANY.
PRIOR TO THE DATE HEREOF, SUCH PURCHASER
HAS BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM,
REPRESENTATIVES OF THE COMPANY REGARDING THE COMPANY'S MANAGEMENT, FINANCES, AND
BUSINESS.
SUCH PURCHASER ALSO HAS RECEIVED AND CAREFULLY REVIEWED THE SEC
REPORTS AND IS KNOWLEDGEABLE ABOUT THE AFFAIRS OF THE COMPANY.
NEITHER SUCH
INQUIRIES NOR ANY OTHER DILIGENCE INVESTIGATION CONDUCTED BY SUCH PURCHASER OR
ANY OF ITS ADVISORS OR REPRESENTATIVES SHALL MODIFY, AMEND OR EFFECT SUCH
PURCHASER'S RIGHT TO RELY UPON THE COMPANY'S REPRESENTATIONS AND WARRANTIES AND
COVENANTS CONTAINED HEREIN OR IN THE TRANSACTION DOCUMENTS.
(H)
NO GOVERNMENT RECOMMENDATION OR APPROVAL.
SUCH PURCHASER UNDERSTANDS THAT
NO UNITED STATES FEDERAL OR STATE AGENCY, OR SIMILAR AGENCY OF ANY OTHER
COUNTRY, HAS REVIEWED, APPROVED, PASSED UPON, OR MADE ANY RECOMMENDATION OR
ENDORSEMENT OF THE COMPANY OR THE PURCHASE OF THE SECURITIES.
(I)
NO INTENT TO EFFECT A CHANGE OF CONTROL. SUCH PURCHASER HAS NO PRESENT
INTENT TO EFFECT A "CHANGE OF CONTROL" OF THE COMPANY AS SUCH TERM IS UNDERSTOOD
UNDER THE RULES PROMULGATED
18
PURSUANT TO SECTION 13(D) OF THE EXCHANGE ACT.
The Company acknowledges and agrees that such Purchaser does not make or has not
made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
THE SECURITIES MAY ONLY BE DISPOSED OF IN COMPLIANCE WITH STATE AND
FEDERAL SECURITIES LAWS.
IN CONNECTION WITH ANY TRANSFER OF SECURITIES OTHER
THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144, TO THE COMPANY
OR TO AN AFFILIATE OF A PURCHASER OR IN CONNECTION WITH A PLEDGE AS CONTEMPLATED
IN SECTION 4.1(B), THE COMPANY MAY REQUIRE THE TRANSFEROR THEREOF TO PROVIDE TO
THE COMPANY AN OPINION OF COUNSEL, THE FORM AND SUBSTANCE OF WHICH OPINION SHALL
BE REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER DOES
NOT REQUIRE REGISTRATION OF SUCH TRANSFERRED SECURITIES UNDER THE SECURITIES
ACT.
AS A CONDITION OF TRANSFER, ANY SUCH TRANSFEREE SHALL AGREE IN WRITING TO
BE BOUND BY THE TERMS OF THIS AGREEMENT AND SHALL HAVE THE RIGHTS OF A PURCHASER
UNDER THIS AGREEMENT AND THE REGISTRATION RIGHTS AGREEMENT.
(B)
EACH PURCHASER AGREES TO THE