ACCURACY AND COMPLETENESS
OF THE DISCLOSURE MATERIALS AND THE COMPANY'S REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE TRANSACTION DOCUMENTS.
(F)
CERTAIN TRADING ACTIVITIES.
SUCH INVESTOR HAS NOT DIRECTLY OR
INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF OR PURSUANT TO ANY
UNDERSTANDING WITH SUCH INVESTOR, ENGAGED IN ANY TRANSACTIONS IN THE SECURITIES
OF THE COMPANY (INCLUDING, WITHOUT LIMITATIONS, ANY SHORT SALES INVOLVING THE
COMPANY'S SECURITIES) SINCE THE TIME THAT SUCH INVESTOR WAS FIRST CONTACTED BY
THE COMPANY OR ROTH CAPITAL PARTNERS, LLC REGARDING THE INVESTMENT IN THE
COMPANY CONTEMPLATED BY THIS AGREEMENT.
SUCH INVESTOR COVENANTS THAT NEITHER IT
NOR ANY PERSON ACTING ON ITS BEHALF OR PURSUANT TO ANY UNDERSTANDING WITH IT
WILL ENGAGE IN ANY TRANSACTIONS IN THE SECURITIES OF THE COMPANY (INCLUDING
SHORT SALES) PRIOR TO THE TIME THAT THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE PUBLICLY DISCLOSED BY THE COMPANY.
SUCH INVESTOR HAS MAINTAINED,
AND COVENANTS THAT UNTIL SUCH TIME AS THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT ARE PUBLICLY DISCLOSED BY THE COMPANY SUCH INVESTOR WILL MAINTAIN, THE
CONFIDENTIALITY OF ANY DISCLOSURES MADE TO IT IN CONNECTION WITH THIS
TRANSACTION (INCLUDING THE EXISTENCE AND TERMS OF THIS TRANSACTION).
SUCH
INVESTOR UNDERSTANDS AND ACKNOWLEDGES, THAT THE COMMISSION CURRENTLY TAKES THE
POSITION THAT COVERAGE OF SHORT SALES "AGAINST THE BOX" PRIOR TO THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT IS A VIOLATION OF SECTION 5 OF THE SECURITIES
ACT, AS SET FORTH IN ITEM 65, SECTION A, OF THE MANUAL OF PUBLICLY AVAILABLE
TELEPHONE INTERPRETATIONS, DATED JULY 1997, COMPILED BY THE OFFICE OF CHIEF
COUNSEL, DIVISION OF CORPORATION FINANCE.
(G)
INDEPENDENT INVESTMENT DECISION.
SUCH INVESTOR HAS INDEPENDENTLY
EVALUATED THE MERITS OF ITS DECISION TO PURCHASE SECURITIES PURSUANT TO THE
TRANSACTION DOCUMENTS, AND SUCH INVESTOR CONFIRMS THAT IT HAS NOT RELIED ON THE
ADVICE OF ANY OTHER INVESTOR'S BUSINESS AND/OR LEGAL COUNSEL IN MAKING SUCH
DECISION.
SUCH INVESTOR HAS NOT RELIED ON THE BUSINESS OR LEGAL ADVICE OF ROTH
CAPITAL PARTNERS, LLC OR ANY OF ITS AGENTS, COUNSEL OR AFFILIATES IN MAKING ITS
INVESTMENT DECISION HEREUNDER, AND CONFIRMS THAT NONE OF SUCH PERSONS HAS MADE
ANY REPRESENTATIONS OR WARRANTIES TO SUCH INVESTOR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
(H)
LIMITED OWNERSHIP.
THE PURCHASE BY SUCH INVESTOR OF THE
SECURITIES ISSUABLE TO IT AT THE CLOSING WILL NOT RESULT IN SUCH INVESTOR
(INDIVIDUALLY OR TOGETHER WITH ANY OTHER PERSON WITH WHOM SUCH INVESTOR HAS
IDENTIFIED, OR WILL HAVE IDENTIFIED, ITSELF AS PART OF A
15
"GROUP" IN A PUBLIC FILING MADE WITH THE COMMISSION INVOLVING THE COMPANY'S
SECURITIES) ACQUIRING, OR OBTAINING THE RIGHT TO ACQUIRE, IN EXCESS OF 19.999%
OF THE OUTSTANDING SHARES OF COMMON STOCK OR THE VOTING POWER OF THE COMPANY ON
A POST TRANSACTION BASIS THAT ASSUMES THAT THE CLOSING SHALL HAVE OCCURRED.
SUCH INVESTOR DOES NOT PRESENTLY INTEND TO, ALONE OR TOGETHER WITH OTHERS, MAKE
A PUBLIC FILING WITH THE COMMISSION TO DISCLOSE THAT IT HAS (OR THAT IT TOGETHER
WITH SUCH OTHER PERSONS HAVE) ACQUIRED, OR OBTAINED THE RIGHT TO ACQUIRE,