PURCHASER WHICH (X) HAD
15
KNOWLEDGE OF THE TRANSACTIONS CONTEMPLATED HEREBY, (Y) HAS OR SHARES DISCRETION
RELATING TO SUCH PURCHASER'S INVESTMENTS OR TRADING OR INFORMATION CONCERNING
SUCH PURCHASER'S INVESTMENTS, INCLUDING IN RESPECT OF THE SECURITIES, OR (Z) IS
SUBJECT TO SUCH PURCHASER'S REVIEW OR INPUT CONCERNING SUCH AFFILIATE'S
INVESTMENTS OR TRADING (COLLECTIVELY, "TRADING AFFILIATES") HAS DIRECTLY OR
INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF OR PURSUANT TO ANY
UNDERSTANDING WITH SUCH PURCHASER OR TRADING AFFILIATE, EFFECTED OR AGREED TO
EFFECT ANY TRANSACTIONS IN THE SECURITIES OF THE COMPANY (INCLUDING, WITHOUT
LIMITATION, ANY SHORT SALES INVOLVING THE COMPANY'S SECURITIES). NOTWITHSTANDING
THE FOREGOING, IN THE CASE OF A PURCHASER OR TRADING AFFILIATE THAT IS A
MULTI-MANAGED INVESTMENT VEHICLE WHEREBY SEPARATE PORTFOLIO MANAGERS MANAGE
SEPARATE PORTIONS OF SUCH PURCHASER'S OR TRADING AFFILIATE'S ASSETS AND THE
PORTFOLIO MANAGERS HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT DECISIONS MADE BY
THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF SUCH PURCHASER'S OR TRADING
AFFILIATE'S ASSETS, THE REPRESENTATION SET FORTH ABOVE SHALL APPLY ONLY WITH
RESPECT TO THE PORTION OF ASSETS MANAGED BY THE PORTFOLIO MANAGER THAT MADE THE
INVESTMENT DECISION TO PURCHASE THE SECURITIES COVERED BY THIS AGREEMENT. OTHER
THAN TO OTHER PERSONS PARTY TO THIS AGREEMENT, SUCH PURCHASER HAS MAINTAINED THE
CONFIDENTIALITY OF ALL DISCLOSURES MADE TO IT IN CONNECTION WITH THIS
TRANSACTION (INCLUDING THE EXISTENCE AND TERMS OF THIS TRANSACTION).
NOTWITHSTANDING THE FOREGOING, NO PURCHASER MAKES ANY REPRESENTATION, WARRANTY
OR COVENANT HEREBY THAT IT WILL NOT ENGAGE IN SHORT SALES IN THE SECURITIES OF
THE COMPANY AFTER THE TIME THAT THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
ARE FIRST PUBLICLY ANNOUNCED AS DESCRIBED IN SECTION 4.6.
(I)
BROKERS AND FINDERS. NO PERSON WILL HAVE, AS A RESULT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ANY VALID RIGHT, INTEREST OR CLAIM
AGAINST OR UPON THE COMPANY OR ANY PURCHASER FOR ANY COMMISSION, FEE OR OTHER
COMPENSATION PURSUANT TO ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING ENTERED
INTO BY OR ON BEHALF OF THE PURCHASER.
(J)
LIMITED OWNERSHIP. THE PURCHASE BY SUCH PURCHASER OF THE
SECURITIES ISSUABLE TO IT AT THE CLOSING WILL NOT RESULT IN SUCH PURCHASER
(INDIVIDUALLY OR TOGETHER WITH OTHER PERSON WITH WHOM SUCH PURCHASER HAS
IDENTIFIED, OR WILL HAVE IDENTIFIED, ITSELF AS PART OF A "GROUP" IN A PUBLIC
FILING MADE WITH THE COMMISSION INVOLVING THE COMPANY'S SECURITIES) ACQUIRING,
OR OBTAINING THE RIGHT TO ACQUIRE, IN EXCESS OF 19.99% 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 PURCHASER 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, AS A RESULT OF THE
CLOSING (WHEN ADDED TO ANY OTHER SECURITIES OF THE COMPANY THAT IT OR THEY THEN
OWN OR HAVE THE RIGHT TO ACQUIRE), IN EXCESS OF 19.99% OF THE OUTSTANDING SHARES
OF COMMON STOCK