PURCHASER'S PURCHASE OF SHARES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT THE PURCHASER IS ACTING SOLELY IN THE
CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION DOCUMENTS
AND THE TRANSACTIONS CONTEMPLATED THEREBY.
THE COMPANY FURTHER ACKNOWLEDGES
THAT THE 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 THEREBY AND ANY ADVICE GIVEN BY THE PURCHASER
OR ANY OF ITS REPRESENTATIVES OR AGENTS IN CONNECTION WITH THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY IS MERELY INCIDENTAL TO THE
PURCHASER'S PURCHASE OF THE SHARES. THE COMPANY FURTHER REPRESENTS TO THE
PURCHASER THAT THE COMPANY'S DECISION TO ENTER INTO THIS AGREEMENT AND THE OTHER
TRANSACTION DOCUMENTS HAS BEEN BASED SOLELY ON THE INDEPENDENT EVALUATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY BY THE COMPANY AND ITS REPRESENTATIVES.
(EE)
ACKNOWLEDGEMENT REGARDING PURCHASER'S TRADING ACTIVITY.
ANYTHING
IN THIS AGREEMENT OR ELSEWHERE HEREIN TO THE CONTRARY NOTWITHSTANDING, IT IS
UNDERSTOOD AND ACKNOWLEDGED BY THE COMPANY (I) THAT THE PURCHASER HAS NOT BEEN
ASKED BY THE COMPANY TO AGREE, NOR HAS THE PURCHASER AGREED, TO DESIST FROM
PURCHASING OR SELLING, LONG AND/OR SHORT, SECURITIES OF THE COMPANY, OR
"DERIVATIVE" SECURITIES BASED ON SECURITIES ISSUED BY THE COMPANY OR TO HOLD THE
SHARES FOR ANY SPECIFIED TERM; (II) THAT PAST OR FUTURE OPEN MARKET OR OTHER
TRANSACTIONS BY THE PURCHASER OR ANY ENTITY IN WHICH THE PURCHASER HAS AN
INTEREST, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, SHORT SALES OR
"DERIVATIVE" TRANSACTIONS, BEFORE OR AFTER THE CLOSING OF THIS OR FUTURE
TRANSACTIONS, MAY NEGATIVELY IMPACT THE MARKET PRICE OF THE COMPANY'S
PUBLICLY-TRADED SECURITIES; (III) THAT THE PURCHASER, AND COUNTER-PARTIES IN
"DERIVATIVE" TRANSACTIONS TO WHICH THE PURCHASER IS A PARTY OR IN WHICH THE
PURCHASER HAS AN INTEREST, DIRECTLY OR INDIRECTLY, PRESENTLY MAY HAVE A "SHORT"
POSITION IN THE COMMON STOCK; AND (IV) THAT THE PURCHASER SHALL NOT BE DEEMED TO
HAVE ANY AFFILIATION WITH OR CONTROL OVER ANY ARM'S LENGTH COUNTER-PARTY IN ANY
"DERIVATIVE" TRANSACTION. THE COMPANY FURTHER UNDERSTANDS AND ACKNOWLEDGES THAT
(A) THE PURCHASER OR ANY ENTITY IN WHICH THE PURCHASER HAS AN INTEREST MAY
ENGAGE IN HEDGING ACTIVITIES AT VARIOUS TIMES, AND (B) SUCH HEDGING ACTIVITIES
(IF ANY) COULD REDUCE THE VALUE
16
OF THE EXISTING STOCKHOLDERS' EQUITY INTERESTS IN THE COMPANY AT AND AFTER THE
TIME THAT THE HEDGING ACTIVITIES ARE BEING CONDUCTED.
THE COMPANY ACKNOWLEDGES
THAT SUCH AFOREMENTIONED HEDGING ACTIVITIES DO NOT CONSTITUTE A BREACH OF ANY OF
THE TRANSACTION DOCUMENTS.
(FF)
REGULATION M COMPLIANCE.
THE COMPANY HAS NOT, AND TO ITS
KNOWLEDGE NO ONE ACTING ON ITS BEHALF HAS, (I) TAKEN, DIRECTLY OR INDIRECTLY,
ANY ACTION DESIGNED TO CAUSE OR TO RESULT IN THE STABILIZATION OR MANIPULATION
OF THE PRICE OF ANY SECURITY OF THE COMPANY TO FACILITATE THE SALE OR RESALE OF
ANY OF THE SHARES, (II) SOLD, BID FOR, PURCHASED, OR, PAID ANY COMPENSATION FOR
SOLICITING PURCHASES OF, ANY OF THE SHARES, OR (III) PAID OR AGREED TO PAY TO
ANY PERSON ANY