CONTEMPLATED BY THIS AGREEMENT, NO EVENT OR CIRCUMSTANCE HAS OCCURRED OR
INFORMATION EXISTS WITH RESPECT TO THE COMPANY OR ANY SUBSIDIARY OR THEIR
BUSINESSES, PROPERTIES, OPERATIONS OR FINANCIAL CONDITION, WHICH, UNDER
APPLICABLE LAW, RULE OR REGULATION, REQUIRES PUBLIC DISCLOSURE OR ANNOUNCEMENT
BY THE COMPANY BUT WHICH HAS NOT BEEN SO PUBLICLY ANNOUNCED OR DISCLOSED.
(III)
NO PURCHASER MAKES OR HAS MADE ANY REPRESENTATIONS OR WARRANTIES
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OTHER THAN THOSE SET FORTH
EXPRESSLY IN THIS AGREEMENT.
(IV)
THE COMPANY AND EACH PURCHASER SHALL BE RELYING ON THE FOREGOING
REPRESENTATIONS IN EFFECTING TRANSACTIONS IN SECURITIES OF THE COMPANY AS
CONTEMPLATED UNDER THIS AGREEMENT.
(B)
PUBLIC DISCLOSURE.
WITHIN A TIMELY MANNER AND IN COMPLIANCE WITH
APPLICABLE SEC RULES AND EXCHANGE REQUIREMENTS, THE COMPANY SHALL FILE A CURRENT
REPORT ON FORM 8-K DESCRIBING THE TERMS OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT IN THE FORM REQUIRED BY THE EXCHANGE ACT AND ATTACHING THIS AGREEMENT
AS AN EXHIBIT TO SUCH FILING (THE "8-K FILING"), BUT NOT INCLUDING THE NAMES OF
THE PURCHASERS OR THE INDIVIDUAL AMOUNTS OF SHARES PURCHASED HEREBY WITHOUT THE
PURCHASER'S CONSENT.
(C)
CONFIDENTIALITY.
EXCEPT FOR SUCH DISCLOSURE AS THE COMPANY IS
ADVISED BY COUNSEL IS REQUIRED TO BE INCLUDED IN DOCUMENTS FILED WITH THE SEC OR
OTHERWISE REQUIRED BY LAW, THE COMPANY SHALL NOT USE THE NAME OF, OR MAKE
REFERENCE TO, ANY PURCHASER OR ANY OF ITS AFFILIATES IN ANY PRESS RELEASE OR IN
ANY PUBLIC MANNER (INCLUDING ANY REPORTS OR FILINGS MADE BY THE COMPANY UNDER
THE EXCHANGE ACT) WITHOUT SUCH PURCHASER'S PRIOR WRITTEN CONSENT, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD.
EXCEPT AS REQUIRED BY LAW, THE PURCHASER
SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY MAKE ANY PUBLIC
ANNOUNCEMENT OR ISSUE ANY PRESS RELEASE THAT INCLUDES THE NAME OF THE COMPANY
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(D)
OTHER PUBLIC DISCLOSURE.
IF A PURCHASER HAS, OR BELIEVES IT HAS,
RECEIVED ANY MATERIAL, NONPUBLIC INFORMATION REGARDING THE COMPANY OR ANY OF ITS
SUBSIDIARIES, IT SHALL PROVIDE THE COMPANY WITH WRITTEN NOTICE THEREOF AND THE
COMPANY SHALL WITHIN FIVE (5) BUSINESS DAYS THEREAFTER, MAKE PUBLIC DISCLOSURE
OF SUCH MATERIAL, NONPUBLIC INFORMATION IF PERMITTED UNDER APPLICABLE LAW OR
WITHOUT BREACH OR VIOLATION OF ANY AGREEMENT, CONTRACT OR OTHER OBLIGATION OF
THE COMPANY UNLESS THE BOARD OF DIRECTORS OF THE COMPANY SHALL DETERMINE THAT
SUCH DISCLOSURE WOULD REASONABLY BE EXPECTED TO RESULT IN A MATERIAL AND ADVERSE
EFFECT ON THE COMPANY OR ITS BUSINESS, PROSPECTS, FINANCES OR PROPERTIES.
(E)
PARITY OF PURCHASERS.
THE COMPANY HAS NOT AND SHALL NOT ENTER
INTO ANY OTHER AGREEMENT OR ARRANGEMENTS WITH ANY OF THE PURCHASERS THAT IS NOT
ALSO DISCLOSED TO AND MADE AVAILABLE TO THE PURCHASER HEREUNDER, ON A LIKE-KIND
BASIS.
NO CONSIDERATION SHALL BE OFFERED OR PAID TO ANY PERSON TO AMEND OR
CONSENT TO A WAIVER OR
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MODIFICATION OF ANY PROVISION OF ANY OF THIS AGREEMENT OR THE SHARES UNLESS THE
SAME CONSIDERATION IS ALSO OFFERED TO ALL OF THE