SUBJECT TO
ANY CONFIDENTIALITY, NON-DISCLOSURE, NON-COMPETITION AGREEMENT OR
NON-SOLICITATION AGREEMENT WITH ANY EMPLOYER OR PRIOR EMPLOYER THAT COULD
REASONABLY BE EXPECTED TO MATERIALLY AFFECT HIS ABILITY TO BE AND ACT IN HIS
RESPECTIVE CAPACITY OF THE COMPANY OR BE EXPECTED TO RESULT IN A MATERIAL
ADVERSE CHANGE.
NN.
RESTRICTION ON SALES OF CAPITAL STOCK. THE COMPANY, ON BEHALF
OF ITSELF AND ANY SUCCESSOR ENTITY, AGREES THAT IT WILL NOT, FOR A PERIOD OF 90
DAYS AFTER THE DATE OF THIS AGREEMENT (THE "LOCK-UP PERIOD"), WITHOUT THE PRIOR
WRITTEN CONSENT OF THE PLACEMENT AGENT (I) OFFER, PLEDGE, SELL, CONTRACT TO
SELL, SELL ANY OPTION OR CONTRACT TO PURCHASE, PURCHASE ANY OPTION OR CONTRACT
TO SELL, GRANT ANY OPTION, RIGHT OR WARRANT TO PURCHASE, LEND, OR OTHERWISE
TRANSFER OR DISPOSE OF, DIRECTLY OR INDIRECTLY, ANY SHARES OF CAPITAL STOCK OF
THE COMPANY OR ANY SECURITIES CONVERTIBLE INTO OR EXERCISABLE OR EXCHANGEABLE
FOR SHARES OF CAPITAL STOCK OF THE COMPANY; (II) FILE OR CAUSE TO BE FILED ANY
REGISTRATION STATEMENT WITH THE COMMISSION RELATING TO THE OFFERING OF ANY
SHARES OF CAPITAL STOCK OF THE COMPANY OR ANY SECURITIES CONVERTIBLE INTO OR
EXERCISABLE OR EXCHANGEABLE FOR SHARES OF CAPITAL STOCK OF THE COMPANY OTHER
THAN THE FILING OF A REGISTRATION STATEMENT ON FORM S-8; (III) ENTER INTO ANY
SWAP OR OTHER ARRANGEMENT THAT TRANSFERS TO ANOTHER, IN WHOLE OR IN PART, ANY OF
THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF CAPITAL STOCK OF THE COMPANY, WHETHER
ANY SUCH TRANSACTION DESCRIBED IN CLAUSE (I), (II) OR (III) ABOVE IS TO BE
SETTLED BY DELIVERY OF SHARES OF CAPITAL STOCK OF THE COMPANY OR SUCH OTHER
SECURITIES, IN CASH OR OTHERWISE; OR (IV) PUBLICLY ANNOUNCE AN INTENTION TO
EFFECT ANY TRANSACTION SPECIFIED IN CLAUSE (I), (II) OR (III). THE RESTRICTIONS
CONTAINED IN THIS SECTION NN SHALL NOT APPLY TO (I) THE SECURITIES TO BE SOLD
HEREUNDER, (II) THE ISSUANCE BY THE COMPANY OF SHARES OF COMMON STOCK UPON THE
EXERCISE OF A STOCK OPTION OR WARRANT OR THE CONVERSION OF A SECURITY
OUTSTANDING ON THE DATE HEREOF AND DISCLOSED AS OUTSTANDING IN THE PROSPECTUS,
(III) THE GRANT BY THE COMPANY OF STOCK OPTIONS OR OTHER STOCK-BASED AWARDS, OR
THE ISSUANCE OF SHARES OF CAPITAL STOCK OF THE COMPANY UNDER ANY EQUITY
COMPENSATION PLAN OF THE COMPANY AS SUCH PLANS ARE IN EXISTENCE ON THE DATE
HEREOF AND DESCRIBED IN THE PROSPECTUS, OR (IV) SECURITIES ISSUED IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WAS PAST PRACTICES FOR SERVICES OR
OTHERWISE NOT ISSUED FOR THE PURPOSES OF RAISING FUNDS.
8.
CONDITIONS OF THE OBLIGATIONS OF THE PLACEMENT AGENT.
THE OBLIGATIONS OF THE PLACEMENT AGENT HEREUNDER SHALL BE SUBJECT TO THE
ACCURACY OF THE REPRESENTATIONS AND WARRANTIES ON THE PART OF THE COMPANY SET
FORTH IN SECTION 7 HEREOF, IN EACH CASE AS OF THE DATE HEREOF AND AS OF THE
CLOSING DATE AS THOUGH THEN MADE, TO THE TIMELY PERFORMANCE BY EACH OF THE
COMPANY OF ITS COVENANTS AND OTHER OBLIGATIONS HEREUNDER ON AND AS OF SUCH
DATES,