SOLELY IN THE
CAPACITY OF AN ARM'S
15
LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS
CONTEMPLATED HEREBY.
THE COMPANY FURTHER ACKNOWLEDGES THAT SUCH PURCHASER IS
NOT ACTING AS A FINANCIAL ADVISOR OR FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR
CAPACITY) WITH RESPECT TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
HEREBY AND ANY ADVICE GIVEN BY ANY PURCHASER OR ANY OF THEIR RESPECTIVE
REPRESENTATIVES OR AGENTS IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY IS MERELY INCIDENTAL TO SUCH PURCHASER'S PURCHASE OF THE
SECURITIES.
THE COMPANY FURTHER REPRESENTS TO SUCH PURCHASER THAT THE COMPANY'S
DECISION TO ENTER INTO THIS AGREEMENT HAS BEEN BASED SOLELY ON THE INDEPENDENT
EVALUATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY THE COMPANY AND ITS
REPRESENTATIVES.
(FF)
ACKNOWLEDGEMENT REGARDING PURCHASER'S TRADING ACTIVITY.
ANYTHING
IN THIS AGREEMENT OR ELSEWHERE HEREIN TO THE CONTRARY NOTWITHSTANDING (EXCEPT
FOR SECTION 4.12 HEREOF), IT IS UNDERSTOOD AND AGREED BY THE COMPANY (I) THAT
SUCH PURCHASER HAS NOT BEEN ASKED TO AGREE, NOR HAS SUCH PURCHASER AGREED, TO
DESIST FROM PURCHASING OR SELLING, LONG AND/OR SHORT, SECURITIES OF THE COMPANY,
OR "DERIVATIVE" SECURITIES BASED ON SECURITIES ISSUED BY THE COMPANY OR TO HOLD
THE SECURITIES FOR ANY SPECIFIED TERM; (II) THAT PAST OR FUTURE OPEN MARKET OR
OTHER TRANSACTIONS BY SUCH PURCHASER, INCLUDING, WITHOUT LIMITATION, SHORT SALES
OR "DERIVATIVE" TRANSACTIONS, BEFORE OR AFTER THE CLOSING OF THIS OR FUTURE
PRIVATE PLACEMENT TRANSACTIONS, MAY NEGATIVELY IMPACT THE MARKET PRICE OF THE
COMPANY'S PUBLICLY-TRADED SECURITIES; (III) THAT SUCH PURCHASER, AND COUNTER
PARTIES IN "DERIVATIVE" TRANSACTIONS TO WHICH SUCH PURCHASER IS A PARTY,
DIRECTLY OR INDIRECTLY, PRESENTLY MAY HAVE A "SHORT" POSITION IN THE COMMON
STOCK, AND (IV) THAT SUCH PURCHASER SHALL NOT BE DEEMED TO HAVE ANY AFFILIATION
WITH OR CONTROL OVER ANY ARM'S LENGTH COUNTER-PARTY IN ANY "DERIVATIVE"
TRANSACTION.
THE COMPANY FURTHER UNDERSTANDS AND ACKNOWLEDGES THAT (A) SUCH
PURCHASER MAY ENGAGE IN HEDGING ACTIVITIES AT VARIOUS TIMES DURING THE PERIOD
THAT THE SECURITIES ARE OUTSTANDING, INCLUDING, WITHOUT LIMITATION, DURING THE
PERIODS THAT THE VALUE OF THE UNDERLYING SHARES DELIVERABLE WITH RESPECT TO
SECURITIES ARE BEING DETERMINED AND (B) SUCH HEDGING ACTIVITIES (IF ANY) COULD
REDUCE THE VALUE OF THE EXISTING STOCKHOLDERS' EQUITY INTERESTS IN THE COMPANY
AT AND AFTER THE TIME THAT THE HEDGING ACTIVITIES ARE BEING CONDUCTED.
THE
COMPANY ACKNOWLEDGES THAT SUCH AFOREMENTIONED HEDGING ACTIVITIES DO NOT
CONSTITUTE A BREACH OF ANY OF THE TRANSACTION DOCUMENTS.
(GG)
MANIPULATION OF PRICE.
THE COMPANY HAS NOT, AND TO ITS KNOWLEDGE
NO ONE ACTING ON ITS BEHALF HAS, (I) TAKEN, NOR WILL TAKE, DIRECTLY OR
INDIRECTLY, ANY ACTION DESIGNED TO CAUSE OR TO RESULT IN THE STABILIZATION OR
MANIPULATION OF THE PRICE OF ANY SECURITY OF THE COMPANY TO FACILITATE THE SALE
OR RESALE OF ANY OF THE SECURITIES, (II) SOLD, BID FOR, PURCHASED, OR, PAID ANY
COMPENSATION FOR SOLICITING PURCHASES OF, ANY OF THE SECURITIES (OTHER THAN FOR
THE PLACEMENT AGENT'S PLACEMENT OF THE SECURITIES), OR (III) PAID OR AGREED TO
PAY TO ANY PERSON ANY COMPENSATION FOR