WITH RESPECT TO ANY FEES OWED TO ITS ACCOUNTANTS AND LAWYERS WHICH COULD AFFECT
THE COMPANY'S ABILITY TO PERFORM ANY OF ITS OBLIGATIONS UNDER ANY OF THE
TRANSACTION DOCUMENTS.
17
(HH)
ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF
SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE PURCHASERS IS
ACTING SOLELY IN THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THE
TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY.
THE COMPANY
FURTHER ACKNOWLEDGES THAT NO PURCHASER IS ACTING AS A FINANCIAL ADVISOR OR
FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THE
TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY AND ANY ADVICE
GIVEN BY ANY PURCHASER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AGENTS IN
CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
THEREBY IS MERELY INCIDENTAL TO THE PURCHASERS' PURCHASE OF THE SECURITIES.
THE
COMPANY FURTHER REPRESENTS TO EACH PURCHASER THAT THE COMPANY'S DECISION TO
ENTER INTO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS HAS BEEN BASED
SOLELY ON THE INDEPENDENT EVALUATION OF THE TRANSACTIONS CONTEMPLATED HEREBY BY
THE COMPANY AND ITS REPRESENTATIVES.
(II)
ACKNOWLEDGMENT REGARDING PURCHASERS' TRADING
ACTIVITY.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ELSEWHERE HEREIN TO THE
CONTRARY, IT IS UNDERSTOOD AND ACKNOWLEDGED BY THE COMPANY THAT (I) NONE OF THE
PURCHASERS HAS BEEN ASKED TO AGREE BY THE COMPANY, NOR HAS ANY 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) PAST OR FUTURE OPEN MARKET
OR OTHER TRANSACTIONS BY ANY PURCHASER, SPECIFICALLY 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) ANY
PURCHASER, AND COUNTER-PARTIES IN "DERIVATIVE" TRANSACTIONS TO WHICH ANY SUCH
PURCHASER IS A PARTY, DIRECTLY OR INDIRECTLY, MAY PRESENTLY HAVE A "SHORT"
POSITION IN THE COMMON STOCK, AND (IV) EACH 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) ONE OR MORE PURCHASERS 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.
(JJ)
REGULATION M COMPLIANCE.
THE COMPANY HAS
NOT, AND TO ITS KNOWLEDGE NO ONE ACTING ON ITS BEHALF HAS, (I) TAKEN, 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