NOT LIMITING THE INVESTOR'S RIGHT TO SELL SHARES PURSUANT TO THE
REGISTRATION STATEMENT, REFERENCED IN SECTION 6, OR OTHERWISE); (III) THE
INVESTOR WILL NOT, DIRECTLY OR INDIRECTLY, OFFER, SELL, PLEDGE, TRANSFER OR
OTHERWISE DISPOSE OF (OR SOLICIT ANY OFFERS TO BUY, PURCHASE OR OTHERWISE
ACQUIRE OR TAKE A PLEDGE OF) ANY OF THE SHARES EXCEPT IN COMPLIANCE WITH THE
SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS AND THE RESPECTIVE RULES AND
REGULATIONS PROMULGATED THEREUNDER; (IV) THE INVESTOR HAS ANSWERED ALL QUESTIONS
ON THE SIGNATURE PAGE HERETO AND THE INVESTOR QUESTIONNAIRE ATTACHED HERETO AS
EXHIBIT B FOR USE IN PREPARATION OF THE REGISTRATION STATEMENT AND THE ANSWERS
THERETO ARE TRUE AND CORRECT AS OF THE DATE HEREOF AND WILL BE TRUE AND CORRECT
AS OF THE CLOSING DATE; AND (V) THE INVESTOR WILL NOTIFY THE COMPANY IMMEDIATELY
OF ANY CHANGE IN ANY OF SUCH INFORMATION UNTIL SUCH TIME AS THE INVESTOR HAS
SOLD ALL OF ITS SHARES OR UNTIL THE COMPANY IS NO LONGER REQUIRED TO KEEP THE
REGISTRATION STATEMENT EFFECTIVE.
INVESTOR UNDERSTANDS THAT THE ISSUANCE OF THE
SHARES TO THE INVESTOR HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR
REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAW IN RELIANCE ON SPECIFIC
EXEMPTIONS THEREFROM, WHICH EXEMPTIONS MAY DEPEND UPON, AMONG OTHER THINGS, THE
BONA FIDE NATURE OF THE INVESTOR'S INVESTMENT INTENT AS EXPRESSED HEREIN.
NO
PERSON IS AUTHORIZED TO PROVIDE ANY REPRESENTATION WHICH IS INCONSISTENT OR IN
ADDITION TO THOSE HEREIN OR IN THE SEC REPORTS.
THE INVESTOR ACKNOWLEDGES THAT
IT HAS NOT RECEIVED OR RELIED ON ANY SUCH REPRESENTATIONS.
4.2
INTERNATIONAL ACTIONS.
THE INVESTOR
ACKNOWLEDGES, REPRESENTS AND AGREES THAT NO ACTION HAS BEEN OR WILL BE TAKEN IN
ANY JURISDICTION OUTSIDE THE UNITED STATES BY THE COMPANY THAT WOULD PERMIT AN
OFFERING OF THE SHARES, OR POSSESSION OR DISTRIBUTION OF OFFERING MATERIALS IN
CONNECTION WITH THE ISSUE OF THE SHARES, IN ANY JURISDICTION OUTSIDE THE UNITED
STATES.
IF THE INVESTOR IS LOCATED OUTSIDE THE UNITED STATES, IT HAS OR WILL
TAKE ALL ACTIONS, SUBJECT TO THE LIMITATIONS AND REPRESENTATIONS SET FORTH IN
SECTION 4 HEREOF, NECESSARY FOR THE SALE OF THE SHARES TO COMPLY WITH ALL
APPLICABLE LAWS AND REGULATIONS IN EACH FOREIGN JURISDICTION IN WHICH IT
PURCHASES, OFFERS, SELLS OR DELIVERS SHARES OR HAS IN ITS POSSESSION OR
DISTRIBUTES ANY OFFERING MATERIAL, IN ALL CASES AT ITS OWN EXPENSE.
4.3
REGISTRATION REQUIRED.
THE INVESTOR HEREBY
COVENANTS WITH THE COMPANY NOT TO MAKE ANY SALE OF THE SHARES WITHOUT COMPLYING
WITH THE PROVISIONS OF THIS AGREEMENT, INCLUDING SECTION 6.2 HEREOF, AND WITHOUT
EFFECTIVELY CAUSING THE PROSPECTUS DELIVERY REQUIREMENT UNDER THE SECURITIES ACT
TO BE SATISFIED (UNLESS THE INVESTOR IS SELLING SUCH SHARES IN A TRANSACTION NOT
SUBJECT TO THE PROSPECTUS DELIVERY REQUIREMENT), AND THE INVESTOR ACKNOWLEDGES
THAT THE CERTIFICATES EVIDENCING THE SHARES WILL BE IMPRINTED WITH A LEGEND THAT
PROHIBITS THEIR TRANSFER EXCEPT IN ACCORDANCE THEREWITH.
THE INVESTOR
ACKNOWLEDGES THAT AS SET FORTH IN, AND SUBJECT TO THE PROVISIONS OF,
SECTION 6.2, THERE MAY OCCASIONALLY BE TIMES WHEN THE COMPANY,