INVESTMENT.
(E)
GENERAL SOLICITATION.
SUCH PURCHASER IS NOT PURCHASING THE SECURITIES AS
A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION REGARDING
THE SECURITIES PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR MEDIA OR
BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR ATTENDED BY SUCH
PURCHASER.
(F)
SHORT SALES AND CONFIDENTIALITY PRIOR TO THE DATE HEREOF.
OTHER THAN THE
TRANSACTIONS CONTEMPLATED HEREUNDER, SUCH PURCHASER HAS NOT, NOR HAS ANY PERSON
ACTING ON BEHALF OF OR PURSUANT TO ANY UNDERSTANDING WITH SUCH PURCHASER,
DIRECTLY OR INDIRECTLY EXECUTED ANY PURCHASES OR DISPOSITIONS, INCLUDING SHORT
SALES, OF THE SECURITIES OF THE COMPANY DURING THE PERIOD COMMENCING FROM THE
TIME THAT SUCH PURCHASER FIRST RECEIVED A TERM SHEET (WRITTEN OR ORAL) FROM THE
COMPANY OR ANY OTHER PERSON REPRESENTING THE COMPANY SETTING FORTH THE MATERIAL
TERMS OF THE TRANSACTIONS CONTEMPLATED HEREUNDER UNTIL THE DATE HEREOF
("DISCUSSION TIME") (AND WITH RESPECT TO PURCHASERS THAT ARE ENTITIES AFFILIATED
WITH ARNHOLD AND S. BLEICHROEDER ADVISERS, LLC AND ACCOUNTS THAT IT MANAGES,
SUCH REPRESENTATION IS MADE ONLY SINCE THE TIME THAT SUCH PURCHASER FIRST BECAME
AWARE THAT THE OFFERING WAS CONTEMPLATED).
NOTWITHSTANDING THE FOREGOING, IN
THE CASE OF A PURCHASER THAT IS A MULTI-MANAGED INVESTMENT VEHICLE WHEREBY
SEPARATE PORTFOLIO MANAGERS MANAGE SEPARATE PORTIONS OF SUCH PURCHASER'S ASSETS
OR A PURCHASER WITH MULTIPLE PORTFOLIO MANAGER WHO MANAGE ASSETS FOR MULTIPLE
ACCOUNTS, AND THE PORTFOLIO MANAGERS HAVE NO DIRECT KNOWLEDGE OF THE INVESTMENT
DECISIONS MADE BY THE PORTFOLIO MANAGERS MANAGING OTHER PORTIONS OF SUCH
PURCHASER'S ASSETS, THE REPRESENTATION SET FORTH ABOVE SHALL ONLY APPLY 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
20
MAINTAINED THE CONFIDENTIALITY OF ALL DISCLOSURES MADE TO IT IN CONNECTION WITH
THIS TRANSACTION (INCLUDING THE EXISTENCE AND TERMS OF THIS TRANSACTION).
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.
IN CONNECTION WITH ANY TRANSFER OF SECURITIES
OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR RULE 144
PROMULGATED UNDER THE SECURITIES ACT, TO THE COMPANY OR TO AN AFFILIATE OF A
PURCHASER OR IN CONNECTION WITH A PLEDGE AS CONTEMPLATED IN SECTION 4.1(B), THE
COMPANY MAY REQUIRE THE TRANSFEROR THEREOF TO PROVIDE TO THE COMPANY AN OPINION
OF COUNSEL SELECTED BY THE TRANSFEROR AND REASONABLY ACCEPTABLE TO THE COMPANY,
THE FORM AND SUBSTANCE OF WHICH OPINION SHALL BE REASONABLY SATISFACTORY TO THE
COMPANY, TO THE EFFECT THAT SUCH TRANSFER DOES NOT REQUIRE REGISTRATION OF SUCH
TRANSFERRED SECURITIES UNDER THE SECURITIES ACT.
AS A CONDITION OF TRANSFER,
ANY SUCH TRANSFEREE SHALL AGREE IN WRITING TO BE BOUND BY THE TERMS OF THIS
AGREEMENT AND SHALL HAVE THE RIGHTS OF A PURCHASER UNDER THIS AGREEMENT AND THE
REGISTRATION RIGHTS AGREEMENT.
(B)
THE PURCHASERS AGREE TO THE IMPRINTING, SO LONG AS IS REQUIRED BY THIS
SECTION 4.1, OF A