"TWO-YEAR PERIOD" SHALL BE DEEMED FOR ALL PURPOSES OF THIS
AGREEMENT TO BE REFERENCES TO SUCH CHANGED PERIOD, AND (II) ALL CORRESPONDING
REFERENCES IN THE SHARES SHALL BE DEEMED FOR ALL PURPOSES TO BE REFERENCES TO
THE CHANGED PERIOD, PROVIDED THAT SUCH CHANGES SHALL NOT BECOME EFFECTIVE IF
THEY ARE OTHERWISE PROHIBITED BY, OR WOULD OTHERWISE CAUSE A VIOLATION OF, THE
THEN-APPLICABLE FEDERAL SECURITIES LAWS.
3.3.
AUTHORIZATION; ENFORCEMENT; VALIDITY. THE INVESTOR HAS FULL RIGHT,
POWER, AUTHORITY AND CAPACITY (CORPORATE, STATUTORY OR OTHERWISE) TO ENTER INTO
THIS AGREEMENT AND TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY AND HAS
TAKEN ALL NECESSARY ACTION TO AUTHORIZE THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT. THIS AGREEMENT CONSTITUTES A VALID AND BINDING OBLIGATION OF
THE INVESTOR ENFORCEABLE AGAINST THE INVESTOR IN ACCORDANCE WITH ITS TERMS,
EXCEPT (I) TO THE EXTENT RIGHTS TO INDEMNITY AND CONTRIBUTION MAY BE LIMITED BY
STATE OR FEDERAL SECURITIES LAWS OR THE PUBLIC POLICY UNDERLYING SUCH LAWS, (II)
ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, FRAUDULENT CONVEYANCE, MORATORIUM OR SIMILAR LAWS AFFECTING
CREDITORS' AND CONTRACTING PARTIES' RIGHTS GENERALLY AND (III) ENFORCEABILITY
MAY BE LIMITED BY GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER SUCH
ENFORCEABILITY IS CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW).
3.4.
CERTAIN TRADING LIMITATIONS.
THE INVESTOR (I) REPRESENTS THAT ON
AND FROM THE DATE THE INVESTOR FIRST BECAME AWARE OF THE OFFERING UNTIL THE DATE
HEREOF HE, SHE OR IT HAS NOT AND (II) COVENANTS THAT FOR THE PERIOD COMMENCING
ON THE DATE HEREOF AND ENDING ON THE PUBLIC ANNOUNCEMENT OF THE OFFERING HE, SHE
OR IT WILL NOT, ENGAGE IN ANY HEDGING OR OTHER TRANSACTION WHICH IS DESIGNED TO
OR COULD REASONABLY BE EXPECTED TO LEAD TO OR RESULT IN, OR BE CHARACTERIZED AS,
A SALE, AN OFFER TO SELL, A SOLICITATION OF OFFERS TO BUY, DISPOSITION OF, LOAN,
PLEDGE OR GRANT OF ANY RIGHT WITH RESPECT TO (COLLECTIVELY, A "DISPOSITION") THE
COMMON STOCK OF THE COMPANY BY THE INVESTOR OR ANY OTHER PERSON OR ENTITY IN
VIOLATION OF THE SECURITIES ACT.
SUCH PROHIBITED HEDGING OR OTHER TRANSACTIONS
WOULD INCLUDE WITHOUT LIMITATION EFFECTING ANY SHORT SALE OR HAVING IN EFFECT
ANY SHORT POSITION (WHETHER OR NOT SUCH SALE OR POSITION IS AGAINST THE BOX AND
REGARDLESS OF WHEN SUCH POSITION WAS ENTERED INTO) OR ANY PURCHASE, SALE OR
GRANT OF ANY RIGHT (INCLUDING WITHOUT LIMITATION ANY PUT OR CALL OPTION) WITH
RESPECT TO THE COMMON STOCK OF THE COMPANY OR WITH RESPECT TO ANY SECURITY
(OTHER THAN A BROAD-BASED MARKET BASKET OR INDEX) THAT INCLUDES, RELATES TO OR
DERIVES ANY SIGNIFICANT PART OF ITS VALUE FROM THE COMMON STOCK OF THE COMPANY.
3.5.
NO SALE OF SECURITIES. THE INVESTOR HEREBY COVENANTS WITH THE
COMPANY NOT TO MAKE ANY SALE OF THE SHARES WITHOUT (I) COMPLYING WITH THE
PROVISIONS OF THIS AGREEMENT,
10
INCLUDING SECTION 5.3 HEREOF OR (II) SATISFYING THE REQUIREMENTS OF THE
SECURITIES ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, INCLUDING,
WITHOUT LIMITATION, CAUSING THE PROSPECTUS DELIVERY REQUIREMENT UNDER THE
SECURITIES