TRADING
AFFILIATE'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 OR TRADING AFFILIATE'S ASSETS, THE REPRESENTATION 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 SHARES
COVERED BY THIS AGREEMENT.
EACH PURCHASER UNDERSTANDS AND ACKNOWLEDGES,
SEVERALLY AND NOT JOINTLY WITH ANY OTHER PURCHASER, THAT THE COMMISSION
CURRENTLY TAKES THE POSITION THAT COVERING A SHORT POSITION ESTABLISHED PRIOR TO
EFFECTIVENESS OF A RESALE REGISTRATION STATEMENT WITH SHARES INCLUDED IN SUCH
REGISTRATION STATEMENT WOULD BE A VIOLATION OF SECTION 5 OF THE SECURITIES ACT,
AS SET FORTH IN ITEM 65, SECTION 5 UNDER SECTION A, OF THE MANUAL OF PUBLICLY
AVAILABLE TELEPHONE INTERPRETATIONS, DATED JULY 1997, COMPILED BY THE OFFICE OF
CHIEF COUNSEL, DIVISION OF CORPORATION FINANCE.
EACH PURCHASER, SEVERALLY AND
NOT JOINTLY WITH THE OTHER PURCHASERS, COVENANTS THAT UNTIL SUCH TIME AS THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE PUBLICLY DISCLOSED BY THE
COMPANY AS DESCRIBED IN SECTION 4.6, SUCH PURCHASER WILL MAINTAIN THE
CONFIDENTIALITY OF ALL DISCLOSURES MADE TO IT IN CONNECTION WITH THIS
TRANSACTION (INCLUDING THE EXISTENCE AND TERMS OF THIS TRANSACTION).
4.8
FURNISHING OF INFORMATION.
AS LONG AS ANY PURCHASER OWNS THE
SHARES, THE COMPANY COVENANTS TO TIMELY FILE (OR OBTAIN EXTENSIONS IN RESPECT
THEREOF AND FILE WITHIN THE APPLICABLE GRACE PERIOD) ALL REPORTS REQUIRED TO BE
FILED BY THE COMPANY AFTER THE DATE HEREOF PURSUANT TO THE EXCHANGE ACT.
AS
LONG AS ANY PURCHASER OWNS SHARES, IF THE COMPANY IS NOT REQUIRED TO FILE
REPORTS PURSUANT TO SUCH LAWS, IT WILL PREPARE AND FURNISH TO THE PURCHASERS AND
MAKE PUBLICLY AVAILABLE IN ACCORDANCE WITH RULE 144(C) SUCH INFORMATION AS IS
REQUIRED FOR THE PURCHASERS TO SELL THE SHARES UNDER RULE 144. THE COMPANY
FURTHER COVENANTS THAT IT WILL TAKE SUCH FURTHER ACTION AS ANY HOLDER OF SHARES,
MAY REASONABLY REQUEST, ALL TO THE EXTENT REQUIRED FROM TIME TO TIME TO ENABLE
SUCH PERSON TO SELL THE SHARES WITHOUT REGISTRATION UNDER THE SECURITIES ACT
WITHIN THE LIMITATION OF THE EXEMPTIONS PROVIDED BY RULE 144.
20
4.9
STRATEGIC INVESTORS.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT
OR IN ANY TRANSACTION DOCUMENT TO THE CONTRARY, NOTHING IN THIS AGREEMENT OR IN
ANY TRANSACTION DOCUMENT SHALL PROHIBIT OR RESTRICT THE COMPANY'S ABILITY TO,
AND THE COMPANY SHALL HAVE THE RIGHT TO, OFFER, SELL OR OTHERWISE ISSUE, ANY OF
ITS SECURITIES TO ONE OR MORE STRATEGIC INVESTORS; PROVIDED, HOWEVER, IF, PRIOR
TO THE FILING DATE, THE COMPANY PROPOSES TO SELL ITS SECURITIES TO ONE OR MORE
STRATEGIC INVESTORS FOR GROSS CASH PROCEEDS IN EXCESS OF $20,000,000, THEN,
PRIOR TO CONSUMMATING SUCH SALE, THE COMPANY SHALL HAVE RECEIVED THE WRITTEN
CONSENT FROM THE PURCHASERS WHO, ON THE CLOSING DATE, ACQUIRED 66.6% OR MORE OF
THE NUMBER OF SHARES SOLD PURSUANT TO THIS AGREEMENT; PROVIDED, FURTHER,
HOWEVER, EACH PURCHASER HEREBY AGREES TO KEEP THE RECEIPT AND SUBSTANCE OF ANY
SUCH NOTICE CONFIDENTIAL,