(CC)
APPLICATION OF TAKEOVER PROTECTIONS.
THE COMPANY AND ITS BOARD OF
DIRECTORS HAVE TAKEN ALL NECESSARY ACTION, IF ANY, IN ORDER TO RENDER
INAPPLICABLE ANY CONTROL SHARE ACQUISITION, BUSINESS COMBINATION, POISON PILL
(INCLUDING ANY DISTRIBUTION UNDER A RIGHTS AGREEMENT) OR OTHER SIMILAR
ANTI-TAKEOVER PROVISION UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION (OR
SIMILAR CHARTER DOCUMENTS) OR THE LAWS OF ITS STATE OF INCORPORATION OR ANY
AGREEMENT TO WHICH THE COMPANY IS A PARTY THAT IS OR COULD BECOME APPLICABLE TO
THE PURCHASER AS A RESULT OF THE PURCHASER AND THE COMPANY FULFILLING THEIR
OBLIGATIONS OR EXERCISING THEIR RIGHTS UNDER THE TRANSACTION DOCUMENTS,
INCLUDING WITHOUT LIMITATION THE COMPANY'S ISSUANCE OF THE SECURITIES AND THE
PURCHASER'S OWNERSHIP OF THE SECURITIES.
12
(DD)
NO ADDITIONAL AGREEMENTS.
THE COMPANY DOES NOT HAVE ANY AGREEMENT
OR UNDERSTANDING WITH THE PURCHASER WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS OTHER THAN AS SPECIFIED IN THIS
AGREEMENT.
(EE)
DISCLOSURE.
ALL DISCLOSURE PROVIDED TO THE PURCHASER REGARDING THE
COMPANY, ITS BUSINESS AND THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE
DISCLOSURE SCHEDULES TO THIS AGREEMENT, FURNISHED BY OR ON BEHALF OF THE COMPANY
ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AND DO NOT CONTAIN ANY UNTRUE
STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT NECESSARY IN
ORDER TO MAKE THE STATEMENTS MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER
WHICH THEY WERE MADE, NOT MISLEADING.
(FF)
REGULATION D.
NONE OF THE COMPANY OR ANY AFFILIATE (AS DEFINED
IN RULE 501(B) OF REGULATION D ("REGULATION D") UNDER THE SECURITIES ACT) OF THE
COMPANY HAS DIRECTLY, OR THROUGH ANY AGENT, (A) SOLD, OFFERED FOR SALE,
SOLICITED OFFERS TO BUY OR OTHERWISE NEGOTIATED IN RESPECT OF ANY SECURITY (AS
DEFINED IN THE SECURITIES ACT) WHICH IS OR WILL BE INTEGRATED WITH THE SALE OF
THE SECURITIES IN A MANNER THAT WOULD REQUIRE THE REGISTRATION OF THE SECURITIES
UNDER THE SECURITIES ACT OR CAUSE THIS OFFERING TO BE INTEGRATED WITH OTHER
OFFERINGS OF THE COMPANY FOR PURPOSES OF THE RULES AND REGULATIONS OF THE NASDAQ
NATIONAL MARKET OR; (B) ENGAGED IN OR USED ANY FORM OF GENERAL SOLICITATION OR
GENERAL ADVERTISING (WITHIN THE MEANING OF REGULATION D) IN CONNECTION WITH THE
SALE OF THE SECURITIES, INCLUDING ARTICLES, NOTICES OR OTHER COMMUNICATIONS
PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIUM OR BROADCAST OVER
TELEVISION OR RADIO, OR ANY SEMINAR OR MEETING WHOSE ATTENDEES HAVE BEEN INVITED
BY ANY GENERAL SOLICITATION OR GENERAL ADVERTISING.
(GG)
ACKNOWLEDGMENT REGARDING PURCHASER'S PURCHASE OF COMPANY
SECURITIES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT THE PURCHASER IS ACTING
SOLELY IN THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THIS
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.
THE COMPANY FURTHER
ACKNOWLEDGES THAT PURCHASER IS NOT 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 HEREBY AND THEREBY AND ANY ADVICE
GIVEN BY PURCHASER OR ANY OF ITS REPRESENTATIVES OR AGENTS IN CONNECTION WITH
THE TRANSACTION DOCUMENT AND THE TRANSACTIONS