CONNECTION WITH ITS PURCHASE OF SECURITIES.
(J)
CERTAIN SALES; REGULATION M.
PURCHASER REPRESENTS AND WARRANTS
THAT IT IS AWARE OF THE FOLLOWING TELEPHONE INTERPRETATION IN THE SEC MANUAL OF
PUBLICLY AVAILABLE TELEPHONE INTERPRETATIONS (JULY 1997):
A.65.
Section 5
An issuer filed a Form S-3 registration statement for a secondary offering of
common stock which is not yet effective.
One of the selling shareholders wanted
to do a short sale of common stock "against the box" and cover the short sale
with registered shares after the effective date.
The issuer was advised that
the short sale could not be made before the registration statement becomes
effective, because the shares underlying the short sale are deemed to be sold at
the time such sale is made.
There would, therefore, be a violation of Section 5
if the shares were effectively sold prior to the effective date.
(K)
IN ADDITION, PURCHASER ACKNOWLEDGES THAT (I) THE COMPANY HAS
INFORMED PURCHASER THAT THE ANTI-MANIPULATION PROVISIONS OF REGULATION M UNDER
THE EXCHANGE ACT
15
MAY APPLY TO PURCHASES AND SALES OF SHARES AND THAT THERE ARE RESTRICTIONS ON
MARKET MAKING ACTIVITIES BY PERSONS ENGAGED IN THE DISTRIBUTION OF SHARES AND
(II) THE COMPANY HAS ADVISED PURCHASER TO CONSULT WITH ITS COUNSEL REGARDING
SUCH MATTERS.
(L)
BROKER-DEALER STATUS.
PURCHASER IS NOT AND IS NOT REQUIRED TO BE
REGISTERED AS A BROKER-DEALER PURSUANT TO THE EXCHANGE ACT.
(M)
PURCHASE OR SALE OF COMMON STOCK. NEITHER PURCHASER NOR ANY PERSON
ACTING ON ITS BEHALF OR AT ITS DIRECTION HAS ENGAGED IN ANY PURCHASE OR SALE OF
COMMON STOCK (INCLUDING WITHOUT LIMITATION ANY SHORT SALE OF THE COMMON STOCK,
OR PLEDGE OR TRANSFER OF, OR ESTABLISHMENT OR MAINTENANCE OF AN OPEN "PUT
EQUIVALENT POSITION" (WITHIN THE MEANING OF RULE 16A-1(H) UNDER THE EXCHANGE
ACT) WITH RESPECT TO, ANY OF THE SECURITIES) DURING THE DURING THE PERIOD
BEGINNING ON THE DATE ON WHICH THE COMPANY FIRST CONTACTED PURCHASER REGARDING
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ENDING ON THE CLOSING DATE.
(N)
RELIANCE.
PURCHASER UNDERSTANDS AND ACKNOWLEDGES THAT (I) THE
SECURITIES ARE BEING OFFERED AND SOLD TO IT WITHOUT REGISTRATION UNDER THE
SECURITIES ACT IN A PRIVATE PLACEMENT THAT IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND (II)THE AVAILABILITY OF SUCH EXEMPTION,
DEPENDS IN PART ON, AND THE COMPANY WILL RELY UPON THE ACCURACY AND TRUTHFULNESS
OF, THE FOREGOING REPRESENTATIONS AND WARRANTIES AND PURCHASER HEREBY CONSENTS
TO SUCH RELIANCE.
The Company acknowledges and agrees that Purchaser does not make or has not made
any representations or warranties with respect to the transactions contemplated
hereby other than those specifically set forth in this Section 3.2.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1
TRANSFER RESTRICTIONS.
(A)
THE SECURITIES MAY ONLY BE DISPOSED OF IN COMPLIANCE WITH STATE
AND FEDERAL SECURITIES LAWS, INCLUDING PURSUANT TO AN EXEMPTION THEREFROM.
IN
CONNECTION WITH ANY TRANSFER OF THE SECURITIES OTHER THAN PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT, PURSUANT TO PARAGRAPH (K) OF RULE 144, TO THE
COMPANY, TO AN AFFILIATE OF PURCHASER