(THE "MINIMUM TRANSFER AMOUNT").
(K)
PROHIBITED TRANSACTIONS.
OTHER THAN WITH RESPECT TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN, SINCE THE TIME THAT SUCH
BUYER WAS FIRST CONTACTED BY THE COMPANY OR THE AGENTS (AS DEFINED BELOW)
REGARDING THE INVESTMENT CONTEMPLATED HEREBY, NEITHER THE BUYER NOR ANY
AFFILIATE (AS DEFINED BY RULE 405 PROMULGATED PURSUANT TO THE 1933 ACT) OF SUCH
BUYER WHICH (X) HAD KNOWLEDGE OF THE TRANSACTIONS CONTEMPLATED HEREBY, (Y) HAS
OR SHARES DISCRETION RELATING TO SUCH BUYER'S INVESTMENTS OR TRADING OR
INFORMATION CONCERNING SUCH BUYER'S INVESTMENTS AND (Z) IS SUBJECT TO SUCH
BUYER'S REVIEW OR INPUT CONCERNING SUCH AFFILIATE'S INVESTMENTS OR TRADING
(COLLECTIVELY, "TRADING AFFILIATES") HAS DIRECTLY OR INDIRECTLY, NOR HAS ANY
PERSON ACTING ON BEHALF OF OR PURSUANT TO ANY UNDERSTANDING WITH SUCH BUYER OR
TRADING AFFILIATE, EFFECTED OR AGREED TO EFFECT ANY TRANSACTIONS IN THE
SECURITIES OF THE COMPANY, OR ANY TRANSACTIONS INVOLVING OR RELATING TO
SECURITIES OF THE COMPANY, INCLUDING ANY DERIVATIVE SECURITIES.
SUCH BUYER
HEREBY COVENANTS AND AGREES NOT TO, AND SHALL CAUSE ITS TRADING AFFILIATES NOT
TO, ENGAGE, DIRECTLY OR INDIRECTLY, IN ANY TRANSACTIONS IN THE SECURITIES OF THE
COMPANY, OR ANY TRANSACTIONS INVOLVING OR RELATING TO THE COMPANY'S SECURITIES,
DURING THE PERIOD FROM THE DATE HEREOF UNTIL SUCH TIME AS (I) THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT ARE FIRST PUBLICLY ANNOUNCED AS DESCRIBED IN
SECTION 4(I) HEREOF (PROVIDED THE COMPANY COMPLIES THEREWITH) OR (II) THIS
AGREEMENT IS TERMINATED IN FULL PURSUANT TO SECTION 8 HEREOF.
5
(L)
RESIDENCY.
SUCH BUYER IS A RESIDENT OF THAT JURISDICTION
SPECIFIED BELOW ITS ADDRESS ON THE SCHEDULE OF BUYERS.
(M)
ACKNOWLEDGEMENTS REGARDING PLACEMENT AGENT. SUCH BUYER ACKNOWLEDGES
TO THE AGENT (AS DEFINED BELOW) THAT THE AGENT IS ACTING AS PLACEMENT AGENT FOR
THE SECURITIES BEING OFFERED HEREBY AND WILL BE COMPENSATED BY THE COMPANY FOR
ACTING IN SUCH CAPACITY.
SUCH BUYER FURTHER ACKNOWLEDGES THAT THE AGENT HAS
ACTED SOLELY AS PLACEMENT AGENT IN CONNECTION WITH THE OFFERING OF THE
SECURITIES BY THE COMPANY, THAT THE INFORMATION AND DATA PROVIDED TO SUCH BUYER
IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY HAVE NOT BEEN SUBJECTED
TO INDEPENDENT VERIFICATION OR INVESTIGATION BY THE AGENT, AND THAT THE AGENT
MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY OR COMPLETENESS
OF SUCH INFORMATION, DATA OR OTHER RELATED DISCLOSURE MATERIAL, NOR SHALL THE
AGENT OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, CONTROLLING
PERSONS OR AGENTS BE LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND RESULTING FROM
THE USE OF SUCH INFORMATION, DATA OR RELATED DISCLOSURE MATERIAL EXCEPT AS SET
FORTH BELOW.
SUCH BUYER FURTHER ACKNOWLEDGES THAT IN MAKING ITS DECISION TO
ENTER INTO THIS AGREEMENT AND PURCHASE THE SECURITIES, IT HAS NOT RELIED ON
INFORMATION PROVIDED BY THE AGENT BUT HAS CONDUCTED ITS OWN INVESTIGATION AND
HAS RELIED ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF, AND
CONSEQUENCES, OF HOLDING THE SECURITIES.
SUCH BUYER FURTHER ACKNOWLEDGES THAT
THE PROVISIONS OF THIS SECTION 2(M) ARE FOR THE BENEFIT OF, AND MAY BE ENFORCED
BY,