CURRENTLY TAKES THE POSITION THAT COVERAGE OF SHORT SALES OF SHARES OF THE
COMMON STOCK "AGAINST THE BOX" PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT WITH THE SECURITIES IS A VIOLATION OF SECTION 5 OF THE SECURITIES ACT,
AS SET FORTH IN ITEM 65, SECTION A, OF THE MANUAL OF PUBLICLY AVAILABLE
TELEPHONE INTERPRETATIONS, DATED JULY 1997, COMPILED BY THE OFFICE OF CHIEF
COUNSEL, DIVISION OF CORPORATION FINANCE. EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND
APPLICABLE STATE SECURITIES LAWS, THE PURCHASER WILL NOT ENGAGE IN ANY SHORT
SALES THAT RESULT IN THE DISPOSITION OF THE SECURITIES (INCLUDING THE WARRANT
SHARES) ACQUIRED HEREUNDER BY THE PURCHASER.
NOTWITHSTANDING THE FOREGOING, IN
THE CASE OF A PURCHASER THAT IS A MULTI-MANAGED INVESTMENT VEHICLE WHEREBY
SEPARATE PORTFOLIO MANAGERS MANAGE SEPARATE PORTIONS OF SUCH PURCHASER'S ASSETS
AND THE PORTFOLIO MANAGERS HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT DECISIONS
MADE BY THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF SUCH PURCHASER'S
ASSETS, THE COVENANT SET FORTH ABOVE SHALL ONLY APPLY WITH RESPECT TO THE
PORTION OF ASSETS MANAGED BY THE PORTFOLIO MANAGER THAT MADE THE INVESTMENT
DECISION TO PURCHASE THE SECURITIES COVERED BY THIS AGREEMENT.
4.14
DELIVERY OF SECURITIES AFTER CLOSING.
THE COMPANY SHALL DELIVER,
OR CAUSE TO BE DELIVERED, THE RESPECTIVE SECURITIES PURCHASED BY EACH PURCHASER
TO SUCH PURCHASER WITHIN 3 TRADING DAYS OF THE CLOSING DATE.
4.15
FORM D; BLUE SKY FILINGS.
THE COMPANY AGREES TO TIMELY FILE A FORM
D WITH RESPECT TO THE SECURITIES AS REQUIRED UNDER REGULATION D AND TO PROVIDE A
COPY THEREOF, PROMPTLY UPON REQUEST OF ANY PURCHASER. THE COMPANY SHALL TAKE
SUCH ACTION AS THE COMPANY SHALL REASONABLY DETERMINE IS NECESSARY IN ORDER TO
OBTAIN AN EXEMPTION FOR, OR TO QUALIFY THE SECURITIES FOR, SALE TO THE
PURCHASERS AT THE CLOSING UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF THE
STATES OF THE UNITED STATES, AND SHALL PROVIDE EVIDENCE OF SUCH ACTIONS PROMPTLY
UPON REQUEST OF ANY PURCHASER.
4.16
LIMITATION ON MATERIAL NON-PUBLIC INFORMATION.
AS LONG AS SUCH
PURCHASER HOLDS ANY SHARES, THE COMPANY SHALL NOT DISCLOSE MATERIAL NONPUBLIC
INFORMATION TO A PURCHASER, OR TO ADVISORS TO OR REPRESENTATIVES OF SUCH
PURCHASER, UNLESS PRIOR TO DISCLOSURE OF SUCH INFORMATION THE COMPANY IDENTIFIES
SUCH INFORMATION AS BEING MATERIAL NONPUBLIC INFORMATION AND PROVIDES SUCH
PURCHASER, SUCH ADVISORS AND REPRESENTATIVES WITH THE OPPORTUNITY TO ACCEPT OR
REFUSE TO ACCEPT SUCH MATERIAL NONPUBLIC INFORMATION FOR REVIEW. THE COMPANY
MAY, AS A CONDITION TO DISCLOSING ANY MATERIAL NONPUBLIC INFORMATION HEREUNDER,
REQUIRE SUCH PURCHASER'S ADVISORS AND REPRESENTATIVES TO ENTER INTO A
CONFIDENTIALITY AGREEMENT (INCLUDING AN ACKNOWLEDGEMENT BY SUCH ADVISORS AND
REPRESENTATIVES AS TO THEIR LEGAL OBLIGATIONS REGARDING TRADING IN COMMON STOCK
DURING SUCH PERIOD OF TIME AS THEY ARE IN POSSESSION OF MATERIAL NONPUBLIC
INFORMATION) IN FORM REASONABLY SATISFACTORY TO THE COMPANY AND SUCH PURCHASER.
ARTICLE V.
MISCELLANEOUS
5.1
TERMINATION.
THIS AGREEMENT MAY BE TERMINATED BY ANY PURCHASER,
AS TO SUCH PURCHASER'S OBLIGATIONS HEREUNDER ONLY AND WITHOUT ANY EFFECT
WHATSOEVER ON THE OBLIGATIONS BETWEEN THE