WHICH THE
PARENT OR ANY PROPERTY, RIGHT OR ASSET OF PARENT IS BOUND OR AFFECTED.
(D)
REQUIRED FILINGS AND CONSENTS.
THE EXECUTION AND DELIVERY BY THE
PARENT OF THE TRANSACTION DOCUMENTS DO NOT, AND THE PERFORMANCE BY THE PARENT OF
THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY WILL NOT,
REQUIRE ANY CONSENT, APPROVAL, ORDER, REGISTRATION WITH, DECLARATION,
AUTHORIZATION OR PERMIT OF, OR FILING WITH OR NOTIFICATION TO, ANY GOVERNMENTAL
AUTHORITY, EXCEPT THE FILING WITH THE COMMISSION OF AN AMENDMENT TO THE PARENT'S
RECENTLY FILED SCHEDULE 13D AND THE FILING OF A FORM 4.
(E)
OWN ACCOUNT.
THE PARENT UNDERSTANDS THAT THE PURCHASED STOCK
CONSTITUTES "RESTRICTED SECURITIES" WITHIN THE MEANING OF THE SECURITIES ACT AND
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE
SECURITIES LAW, AND THE PARENT IS ACQUIRING THE SECURITIES ACT AS PRINCIPAL FOR
ITS OWN ACCOUNT AND NOT WITH A VIEW TO OR FOR DISTRIBUTING OR RESELLING SUCH
PURCHASED STOCK OR ANY PART THEREOF IN VIOLATION OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW, HAS NO PRESENT INTENTION OF DISTRIBUTING ANY OF
SUCH PURCHASED STOCK IN VIOLATION OF THE SECURITIES ACT OR ANY
9
APPLICABLE STATE SECURITIES LAW AND HAS NO DIRECT OR INDIRECT ARRANGEMENTS OR
UNDERSTANDINGS WITH ANY OTHER PERSONS TO DISTRIBUTE OR REGARDING THE
DISTRIBUTION OF SUCH PURCHASED STOCK (THIS REPRESENTATION AND WARRANTY NOT
LIMITING THE PARENT'S RIGHT TO SELL THE PURCHASED STOCK PURSUANT TO THE
REGISTRATION STATEMENT OR OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND
STATE SECURITIES LAWS) IN VIOLATION OF THE SECURITIES ACT OR ANY APPLICABLE
STATE SECURITIES LAW.
(F)
PARENT STATUS.
AT THE TIME THE PARENT WAS OFFERED THE PURCHASED
STOCK, IT WAS, AND AT THE DATE HEREOF IT IS:
(I) AN "ACCREDITED INVESTOR" AS
DEFINED IN RULE 501(A)(1), (A)(2), (A)(3), (A)(7) OR (A)(8) UNDER THE SECURITIES
ACT OR (II) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A(A) UNDER
THE SECURITIES ACT.
THE PARENT IS NOT REQUIRED TO BE REGISTERED AS A
BROKER-DEALER UNDER SECTION 15 OF THE EXCHANGE ACT.
(G)
GENERAL SOLICITATION.
THE PARENT IS NOT PURCHASING THE PURCHASED
STOCK AS A RESULT OF ANY ADVERTISEMENT, ARTICLE, NOTICE OR OTHER COMMUNICATION
REGARDING THE PURCHASED STOCK PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR
MEDIA OR BROADCAST OVER TELEVISION OR RADIO OR PRESENTED AT ANY SEMINAR OR ANY
OTHER GENERAL SOLICITATION OR GENERAL ADVERTISEMENT.
(H)
SHORT SALES AND CONFIDENTIALITY PRIOR TO THE DATE HEREOF.
OTHER THAN
CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREUNDER, THE PARENT HAS NOT
DIRECTLY OR INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF OR PURSUANT TO
ANY UNDERSTANDING WITH THE PARENT, EXECUTED ANY PURCHASES OR SALES, INCLUDING
SHORT SALES, OF THE SECURITIES OF THE COMPANY DURING THE PERIOD COMMENCING FROM
THE TIME THAT THE PARENT FIRST PROPOSED PURCHASING THE PURCHASED STOCK FROM THE
COMPANY UNTIL THE DATE HEREOF.
(I)
BROKERS.
NO BROKER, FINDER, INVESTMENT BANKER OR OTHER FIRM OR
PERSON IS ENTITLED TO ANY BROKERAGE, FINDER'S OR OTHER FEE OR COMMISSION IN
CONNECTION WITH THE OFFER AND SALE OF THE PURCHASED STOCK