TO ANY ACTIONS OF THE
RILEY PARTIES PURSUANT TO AND IN ACCORDANCE WITH SECTION 2 HEREOF;
(D)
MAKE OR ENCOURAGE ANY OTHER PERSON TO MAKE A DEMAND FOR INSPECTION OF ANY
OF THE BOOKS AND RECORDS OF THE COMPANY; PROVIDED, HOWEVER, THAT NOTHING
CONTAINED HEREIN SHALL PROHIBIT THE RILEY APPOINTEE FROM EXERCISING HIS RIGHTS,
DUTIES OR OBLIGATIONS AS A DIRECTOR OF THE COMPANY;
(E)
INSTIGATE, ENCOURAGE OR ASSIST OR ENTER INTO ANY DISCUSSIONS OR
ARRANGEMENTS WITH, ANY PERSON TO DO ANY OF THE ACTIONS PROHIBITED OR RESTRICTED
BY SECTION 4 OR THIS SECTION 5.
6.
PRESS RELEASES AND OTHER PUBLIC STATEMENTS.
During the Standstill Period, the Company and the Riley Parties agree as
follows:
(A)
THE COMPANY AGREES, SUBJECT TO THE REQUIREMENTS OF APPLICABLE FEDERAL
SECURITIES LAWS, TO PROVIDE THE RILEY PARTIES WITH AN OPPORTUNITY TO REVIEW AND
COMMENT ON ANY PRESS RELEASE, PUBLIC FILING, OR LETTER TO THE COMPANY'S
STOCKHOLDERS
CONTAINING STATEMENTS ABOUT THE RILEY PARTIES, PRIOR TO ITS PUBLIC RELEASE.
(B)
THE RILEY PARTIES AGREE, SUBJECT TO THE REQUIREMENTS OF APPLICABLE FEDERAL
SECURITIES LAWS, TO PROVIDE TO THE COMPANY AN OPPORTUNITY TO REVIEW AND COMMENT
ON ANY PRESS RELEASE, PUBLIC FILING, OR LETTER TO THE COMPANY'S STOCKHOLDERS
CONTAINING STATEMENTS ABOUT THE COMPANY, PRIOR TO ITS PUBLIC RELEASE.
(C)
PROMPTLY AFTER THE EXECUTION OF THIS AGREEMENT THE PARTIES HERETO SHALL
ISSUE A PRESS RELEASE IN THE FORM PREVIOUSLY AGREED TO IN WRITING BY THE PARTIES
HERETO.
(D)
NEITHER THE COMPANY NOR ANY OF THE RILEY PARTIES, NOR ANY OF THEIR
RESPECTIVE AFFILIATES OR ASSOCIATES, SHALL DIRECTLY OR INDIRECTLY MAKE OR ISSUE
OR CAUSE TO BE MADE OR ISSUED ANY DISCLOSURE, ANNOUNCEMENT OR STATEMENT
(INCLUDING WITHOUT LIMITATION THE FILING OF ANY DOCUMENT OR REPORT WITH THE SEC
OR ANY OTHER GOVERNMENTAL AGENCY OR ANY DISCLOSURE TO ANY JOURNALIST, MEMBER OF
THE MEDIA OR SECURITIES ANALYST) CONCERNING ANY OTHER PARTY TO THIS AGREEMENT OR
ANY OF ITS RESPECTIVE PAST, PRESENT OR FUTURE GENERAL PARTNERS, DIRECTORS,
OFFICERS OR EMPLOYEES, WHICH DISPARAGES, LIBELS OR DEFAMES SUCH
PERSON OR
PERSONS OR IS REASONABLY LIKELY TO BE CONSIDERED TO BE DEROGATORY OR DETRIMENTAL
TO THE GOOD NAME OR BUSINESS REPUTATION OF SUCH PERSON OR PERSONS; PROVIDED
THAT, THIS SECTION DOES NOT PRECLUDE CRITICISM OF PRIOR BUSINESS PRACTICES OR
DECISIONS SO LONG AS SUCH CRITICISM DOES NOT CONSTITUTE A PERSONAL ATTACK (I.E.
CRITICISM SHALL BE COUCHED AS A DISAGREEMENT OR A CHANGE).
7.
REMEDIES.
(A)
EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT IRREPARABLE HARM
WOULD OCCUR IN THE EVENT ANY OF THE PROVISIONS OF THIS AGREEMENT WERE NOT
PERFORMED IN ACCORDANCE WITH THEIR SPECIFIC TERMS OR WERE OTHERWISE BREACHED. IT
IS ACCORDINGLY AGREED THAT THE PARTIES SHALL BE ENTITLED TO SPECIFIC RELIEF
HEREUNDER, INCLUDING, WITHOUT LIMITATION, AN INJUNCTION OR INJUNCTIONS TO
PREVENT AND ENJOIN BREACHES OF THE PROVISIONS OF THIS AGREEMENT AND TO ENFORCE
SPECIFICALLY THE TERMS AND PROVISIONS HEREOF IN ANY STATE OR FEDERAL COURT IN
THE STATE OF DELAWARE, IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY MAY BE
ENTITLED AT