FEDERAL OR STATE AGENCY OR ANY OTHER
GOVERNMENT OR GOVERNMENTAL AGENCY HAS PASSED ON OR MADE ANY RECOMMENDATION OR
ENDORSEMENT OF THE SECURITIES OR THE FAIRNESS OR SUITABILITY OF THE INVESTMENT
IN THE SECURITIES NOR HAVE SUCH AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OF THE SECURITIES.
(G)
NO CONFLICTS.
THE EXECUTION, DELIVERY AND
PERFORMANCE BY SUCH INVESTOR OF THIS AGREEMENT AND THE CONSUMMATION BY SUCH
INVESTOR OF THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT (I) RESULT IN A
VIOLATION OF THE ORGANIZATIONAL DOCUMENTS OF SUCH INVESTOR OR (II) CONFLICT
WITH, OR CONSTITUTE A DEFAULT (OR AN EVENT WHICH WITH NOTICE OR LAPSE OF TIME OR
BOTH WOULD BECOME A DEFAULT) UNDER, OR GIVE TO OTHERS ANY RIGHTS OF TERMINATION,
AMENDMENT, ACCELERATION OR CANCELLATION OF, ANY AGREEMENT, INDENTURE OR
INSTRUMENT TO WHICH SUCH INVESTOR IS A PARTY, OR (III) RESULT IN A VIOLATION OF
ANY LAW, RULE, REGULATION, ORDER, JUDGMENT OR DECREE (INCLUDING FEDERAL AND
STATE SECURITIES LAWS) APPLICABLE TO SUCH INVESTOR, EXCEPT IN THE CASE OF
CLAUSES (II) AND (III) ABOVE, FOR SUCH THAT ARE NOT MATERIAL AND DO NOT
OTHERWISE AFFECT THE ABILITY OF SUCH INVESTOR TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY.
(H)
ILLEGAL TRANSACTIONS.
NO INVESTOR DIRECTLY
OR INDIRECTLY, AND NO PERSON ACTING ON BEHALF OF OR PURSUANT TO ANY
UNDERSTANDING WITH SUCH INVESTOR, HAS ENGAGED IN ANY TRANSACTIONS IN THE
SECURITIES OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY SHORT SALES
INVOLVING ANY OF THE COMPANY'S SECURITIES) SINCE THE TIME THAT SUCH INVESTOR WAS
FIRST CONTACTED BY THE COMPANY, THE AGENT OR ANY OTHER PERSON REGARDING AN
INVESTMENT IN THE COMPANY.
SUCH INVESTOR, INDIVIDUALLY, AND ON BEHALF OF
ITSELF, COVENANTS THAT NEITHER IT NOR ANY PERSON ACTING ON ITS BEHALF OR
PURSUANT TO ANY UNDERSTANDING WITH SUCH INVESTOR WILL ENGAGE, DIRECTLY OR
INDIRECTLY, IN ANY TRANSACTIONS IN THE SECURITIES OF THE COMPANY (INCLUDING
SHORT SALES) PRIOR TO THIRTY (30) MINUTES AFTER THE FIRST TRADE IN THE COMPANY'S
COMMON STOCK ON THE AMEX AFTER THE TIME THAT THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT ARE PUBLICLY DISCLOSED.
SUCH INVESTOR FURTHER COVENANTS THAT
FROM AND AFTER THE DATE OF SUCH DISCLOSURE, AND FOR SO LONG AS SUCH INVESTOR
OWNS ANY SECURITIES PURCHASED HEREUNDER, NEITHER IT NOR ANY PERSON ACTING ON
BEHALF OF OR PURSUANT TO ANY UNDERSTANDING WITH SUCH INVESTOR WILL ENGAGE IN ANY
SHORT SALES AT A TIME WHEN IT HAS NO EQUIVALENT OFFSETTING LONG POSITION IN
SHARES OF COMMON STOCK.
FOR PURPOSES OF DETERMINING WHETHER OR NOT SUCH
INVESTOR HAS SUCH AN EQUIVALENT OFFSETTING LONG POSITION, SHARES OF COMMON STOCK
THAT SUCH INVESTOR WOULD OTHERWISE BE ENTITLED TO RECEIVE UPON CONVERSION OR
EXERCISE OF THE COMPANY'S CONVERTIBLE SECURITIES (INCLUDING THE WARRANT HELD BY
SUCH INVESTOR) WILL BE INCLUDED AS IF HELD LONG BY SUCH INVESTOR (REGARDLESS OF
ANY LIMITATION UPON SUCH CONVERSION OR EXERCISE). FOR PURPOSES HEREOF, "SHORT
SALES" INCLUDE, WITHOUT LIMITATION, ALL "SHORT SALES" AS DEFINED IN RULE 200
PROMULGATED BY THE SEC UNDER REGULATION SHO UNDER THE EXCHANGE ACT AND ALL TYPES
OF DIRECT