knowledge and experience in financial and business
matters as to be capable of evaluating the merits and risks of this investment
decision and make an informed decision, (iii) has the ability to bear the
economic risks of this decision, (iv) has had an opportunity to ask such
questions and make such inquiries concerning the Company and has received such
information regarding the Company, its business, its financial condition and its
prospects as the undersigned has determined to be necessary, and (v) is an
"accredited investor" as that term is defined under Rule 501(a) under Regulation
D under the Securities Act (the provisions of which are known to the
undersigned).
(c) The undersigned further represents that it has the full right, power, legal
capacity and authority to enter into this agreement and to complete the
transactions herein contemplated and that this agreement constitutes a valid and
binding obligation of the undersigned, and is enforceable against the
undersigned in accordance with its terms.
5. Confidentiality
THIS AGREEMENT MAY BE DEEMED TO CONSTITUTE MATERIAL NON-PUBLIC INFORMATION OF
THE COMPANY. SECURITIES LAWS RESTRICT ANY PERSON WHO HAS MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE COMPANY (INCLUDING THE MATTERS WHICH ARE THE SUBJECT
OF THIS AGREEMENT) FROM PURCHASING OR SELLING SECURITIES OF THE COMPANY OR FROM
COMMUNICATING SUCH INFORMATION TO ANY OTHER PERSON. THE UNDERSIGNED (BY
ACCEPTANCE OF THIS AGREEMENT) AGREES THAT IT SHALL NOT PURCHASE OR SELL
SECURITIES OF THE COMPANY WITH THE KNOWLEDGE OF THE MATTERS DESCRIBED IN THIS
AGREEMENT UNTIL SUCH TIME AS THE MATTERS DESCRIBED IN THIS AGREEMENT ARE
PUBLICLY DISCLOSED BY THE COMPANY OR ARE OF NO FORCE OR EFFECT.
THE UNDERSIGNED (BY RECEIPT OF THIS AGREEMENT) AGREES TO KEEP THE COMPANY'S
CONFIDENTIAL INFORMATION (INCLUDING THE INFORMATION CONTAINED HEREIN) STRICTLY
CONFIDENTIAL AND NOT TO DISCLOSE SUCH CONFIDENTIAL INFORMATION (INCLUDING THE
EXISTENCE OR CONTENTS OF THIS AGREEMENT) TO ANYONE OTHER THAN ITS ADVISORS,
INCLUDING COUNSEL AND ACCOUNTANTS, FOR THE SOLE PURPOSE OF EVALUATING THE
MATTERS DESCRIBED HEREIN; PROVIDED THAT THE UNDERSIGNED MAY DISCLOSE SUCH
CONFIDENTIAL INFORMATION IN
4
FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, OR AS OTHERWISE
REQUIRED BY APPLICABLE SECURITIES LAWS. THE UNDERSIGNED AGREES TO USE THE
INFORMATION CONTAINED HEREIN ONLY FOR THE PURPOSE OF EVALUATION THE MATTERS
DESCRIBED IN THIS AGREEMENT AND FOR NO OTHER PURPOSE. ACCORDINGLY, THE
UNDERSIGNED AGREES NOT TO PURCHASE, SELL, HYPOTHECATE, PLEDGE OR HEDGE ANY
SECURITIES OF THE COMPANY UNTIL SUCH TIME AS THE MATTERS DESCRIBED IN THIS
AGREEMENT ARE PUBLICLY DISCLOSED BY THE COMPANY (WHICH THE COMPANY AGREES TO DO
BEFORE OR PROMPTLY AFTER THE INITIAL CLOSING) OR OF NO FORCE OR EFFECT.
6. General Matters
(a) The undersigned hereby agrees that the arrangements and restrictions set
forth herein shall not give rise to any breach by the Company of the Company's
obligations under any of the Covered Securities held by it.
(b) This Agreement may be signed in counterparts and shall become effective as
if executed in a single, complete document upon its execution by the parties.
Facsimile signatures of