Common use of Acquisition of Securities Clause in Contracts

Acquisition of Securities. (a) During the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally in the election of Directors of the Company, in each case now or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES"), if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement. (b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Securities, if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement. (c) Notwithstanding the foregoing, if Stockholder inadvertently acquires a non-material amount of Securities in excess of the limitations set forth in this Section 2.1, and disposes of the excess amount of Securities within 10 days after the Stockholder becomes aware of such breach (it being deemed to have notice of the number of Securities reported by the Company as outstanding in any periodic report filed with the SEC), then no breach of this Section 2.1 will be deemed to have occurred. If any action of the Company or any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed to own no more than the Percentage Limitation applicable at such time and shall not be required to dispose of any of its Restricted Securities.

Acquisition of Securities. (a) During i. Each Stockholder covenants and agrees that, until the Standstill PeriodTermination Date, Stockholder shall it will not, directly and will not permit its Affiliates or indirectlyAssociates (other than its partners or members) to, acquire Beneficially Own any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally in the election of Directors of the Company, in each case now or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES"), if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement. (b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Securities, if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement. (c) Notwithstanding the foregoing, if Stockholder inadvertently acquires a non-material amount of Securities in excess of the limitations set forth Number of Permitted Shares applicable to such Stockholder; provided that: (1) this Agreement shall not restrict any acquisition of Securities in a transaction directly with the Company and approved in accordance with the provisions of Section 2(c) hereof (including, without limitation, the acquisition of Securities by any director serving at the direction or request of a Stockholder by reason of the grant of stock options by the Company); and (2) if a Business Combination Proposal is made by any Person (other than the Company, a Stockholder or an Affiliate of a 2 3 Stockholder, or any Person acting in concert with a Stockholder or any Affiliate thereof), then any Stockholder may make a Business Combination Proposal and this Section 2.1Agreement shall not prohibit the making of such Business Combination Proposal, the acquisition of Securities pursuant to such Business Combination Proposal or any other action reasonably connected therewith; provided, however, that, if a Person who has not theretofore communicated a Business Combination Proposal to the Company makes a Business Combination Proposal to the to the Board, however communicated, and disposes the Board unconditionally rejects such Business Combination Proposal by written notice delivered to the proposing party (with a copy to each Stockholder) within five business days of the excess date on which the Business Combination Proposal was first communicated to the Board, the restrictions of this section 1(a)(i) shall again apply to the Stockholders and provided, further, that the preceding proviso will cease to apply if such Person delivers to the Board any further Business Combination Proposal or modification of any earlier Business Combination Proposal. If any Business Combination Proposal made by any Stockholder in accordance with this section 1(a)(i)(2) is not consummated prior to nine months after the Business Combination Proposal made by such other Person has been effectively withdrawn, the restrictions of this section 1(a)(i) shall again be applicable to the Stockholders, subject to any further Business Combination Proposal being made by any Person. ii. Subject to the proviso in Section 1(a)(i) hereof and any waiver or approval in accordance with the provisions of Section 2(c) hereof, if at any time on or prior to the Standstill Termination Date any Stockholder, alone or as part of any group acting together, Beneficially Owns more than the Number of Permitted Shares applicable to such Stockholder, inadvertently or otherwise, then such Stockholder shall promptly take action not inconsistent with applicable law to reduce the amount of Securities within 10 days after the Stockholder becomes aware of such breach (it being deemed to have notice of the number of Securities reported by the Company as outstanding in any periodic report filed with the SEC), then no breach of this Section 2.1 will be deemed to have occurred. If any action of the Company or any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed such Persons to own no more an amount not greater than the Percentage Limitation Number of Permitted Shares applicable at to such time and shall not be required Stockholder. iii. No Stockholder shall, on or prior to dispose of the Standstill Termination Date, permit any of its Restricted Affiliate thereof to Beneficially Own any Securities.

Acquisition of Securities. (a) During Except as otherwise provided herein, the Standstill PeriodPortfolio Manager is authorized, Stockholder on behalf of the Issuer, to subscribe for and purchase Securities of issuers offered to the Issuer from time to time. The Issuer represents and warrants to the Portfolio Manager that at the time of any such purchase it will be an "accredited investor" as such term is defined in Regulation D under the Securities Act of 1933, as amended, and a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and that the Issuer shall not, directly or indirectly, acquire any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally promptly inform the Portfolio Manager in writing should its status as such change in the election future. In connection with any purchase of Directors Securities eligible for purchase hereunder and deemed acceptable by the Portfolio Manager in accordance with the terms hereof, the Issuer authorizes the Portfolio Manager to: (i) commit to purchase such Securities for the account of the CompanyIssuer on the terms and conditions under which Securities are offered and are deemed acceptable to the Portfolio Manager in accordance with the terms hereof; and (ii) on behalf of the Issuer, execute such agreements, instruments and documents, and make such commitments, as may be required by the issuer and/or the seller of such securities, including, but not limited to, a representation that the Issuer is an "accredited investor" and/or a "qualified institutional buyer", and a commitment that such securities will not be offered or sold by the Issuer except in each case now compliance with the registration requirements of the Securities Act or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES")an exemption therefrom, if so required in connection with the effect acquisition thereof. The Issuer understands and agrees to be bound by the terms of any commitment entered into in connection with the purchase of securities on behalf of the acquisition would be Issuer pursuant to increase Stockholder's aggregate Beneficial Ownership the authority granted to the Portfolio Manager by this Agreement, notwithstanding a subsequent termination of Restricted Securities this Agreement as provided herein. Notwithstanding the foregoing, the Portfolio Manager shall not under any circumstances make any commitment on behalf of the Issuer to greater than the Percentage Limitation, unless the acquisition of shares acquire or make payment under any Security in excess of the Percentage Limitation has been approved in advance by a majority of the CompanyIssuer's Directors excluding any designee of the Stockholder pursuant ability to Section 2.11 of this Agreementpay such committed amounts from time to time. (b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Securities, if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement. (c) Notwithstanding the foregoing, if Stockholder inadvertently acquires a non-material amount of Securities in excess of the limitations set forth in this Section 2.1, and disposes of the excess amount of Securities within 10 days after the Stockholder becomes aware of such breach (it being deemed to have notice of the number of Securities reported by the Company as outstanding in any periodic report filed with the SEC), then no breach of this Section 2.1 will be deemed to have occurred. If any action of the Company or any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed to own no more than the Percentage Limitation applicable at such time and shall not be required to dispose of any of its Restricted Securities.

Acquisition of Securities. (a) During i. Each Stockholder covenants and agrees that, until the Standstill PeriodTermination Date, Stockholder shall it will not, directly and will not permit its Affiliates or indirectlyAssociates (other than its partners or members) to, acquire Beneficially Own any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally in the election of Directors of the Company, in each case now or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES"), if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement. (b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Securities, if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement. (c) Notwithstanding the foregoing, if Stockholder inadvertently acquires a non-material amount of Securities in excess of the limitations set forth Number of Permitted Shares applicable to such Stockholder; provided that: (1) this Agreement shall not restrict any acquisition of Securities in a transaction directly with the Company and approved in accordance with the provisions of Section 2(c) hereof (including, without limitation, the acquisition of Securities by any director serving at the direction or request of a Stockholder by reason of the grant of stock options by the Company); and (2) if a Business Combination Proposal is made by any Person (other than the Company, a Stockholder or an Affiliate of a Stockholder, or any Person acting in concert with a Stockholder or any Affiliate thereof), then any Stockholder may make a Business Combination Proposal and this Section 2.1Agreement shall not prohibit the making of such Business Combination Proposal, the acquisition of Securities pursuant to such Business Combination Proposal or any other action reasonably connected therewith; provided, however, that, if a Person who has not theretofore communicated a Business Combination Proposal to the Company makes a Business Combination Proposal to the to the Board, however communicated, and disposes the Board unconditionally rejects such Business Combination Proposal by written notice delivered to the proposing party (with a copy to each Stockholder) within five business days of the excess date on which the Business Combination Proposal was first communicated to the Board, the restrictions of this section 1(a)(i) shall again apply to the Stockholders and provided, further, that the preceding proviso will cease to apply if such Person delivers to the Board any further Business Combination Proposal or modification of any earlier Business Combination Proposal. If any Business Combination Proposal made by any Stockholder in accordance with this section 1(a)(i)(2) is not consummated prior to nine months after the Business Combination Proposal made by such other Person has been effectively withdrawn, the restrictions of this section 1(a)(i) shall again be applicable to the Stockholders, subject to any further Business Combination Proposal being made by any Person. ii. Subject to the proviso in Section 1(a)(i) hereof and any waiver or approval in accordance with the provisions of Section 2(c) hereof, if at any time on or prior to the Standstill Termination Date any Stockholder, alone or as part of any group acting together, Beneficially Owns more than the Number of Permitted Shares applicable to such Stockholder, inadvertently or otherwise, then such Stockholder shall promptly take action not inconsistent with applicable law to reduce the amount of Securities within 10 days after the Stockholder becomes aware of such breach (it being deemed to have notice of the number of Securities reported by the Company as outstanding in any periodic report filed with the SEC), then no breach of this Section 2.1 will be deemed to have occurred. If any action of the Company or any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed such Persons to own no more an amount not greater than the Percentage Limitation Number of Permitted Shares applicable at to such time and Stockholder. iii. No Stockholder shall, on or prior to the Standstill Termination Date, permit any Affiliate thereof to Beneficially Own any Securities unless such Affiliate becomes a Stockholder party to this Agreement, which any such Affiliate may unilaterally do by delivering to the Company an instrument executed by or on behalf of such Affiliate pursuant to which such Affiliate assumes the obligations of a Stockholder hereunder; provided that any partner or member of a Stockholder who becomes a Beneficial Owner of Securities after the date that is one year from the date of this Agreement shall not be required obligated to dispose of any of its Restricted Securitiesbecome a party to this Agreement.

Acquisition of Securities. (a) During Except as otherwise provided herein, the Standstill PeriodPortfolio Manager is authorized, Stockholder on behalf of the Issuer, to subscribe for and purchase Securities of issuers offered to the Issuer from time to time. The Issuer represents and warrants to the Portfolio Manager that at the time of any such purchase it will be an "accredited investor" as such term is defined in Regulation D under the Securities Act of 1933, as amended, and a "qualified institutional buyer" as that term is defined in Rule 144A under the Securities Act and that the Issuer shall not, directly or indirectly, acquire any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally promptly inform the Portfolio Manager in writing should its status as such change in the election future. In connection with any purchase of Directors Securities eligible for purchase hereunder and deemed acceptable by the Portfolio Manager in accordance with the terms hereof, the Issuer authorizes the Portfolio Manager to: (i) commit to purchase such Securities for the account of the CompanyIssuer on the terms and conditions under which Securities are offered and are deemed acceptable to the Portfolio Manager in accordance with the terms hereof, and (ii) on behalf of the Issuer, execute such agreements, instruments and documents, and make such commitments, as may be required by the issuer and/or the seller of such securities, including, but not limited to, a representation that the Issuer is an "accredited investor" and/or a "qualified institutional buyer", and a commitment that such securities will not be offered or sold by the Issuer except in each case now compliance with the registration requirements of the Securities Act or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES")an exemption therefrom, if so required in connection with the effect acquisition thereof. The Issuer understands and agrees to be bound by the terms of any commitment entered into in connection with the purchase of securities on behalf of the acquisition would be Issuer pursuant to increase Stockholder's aggregate Beneficial Ownership the authority granted to the Portfolio Manager by this Agreement, notwithstanding a subsequent termination of Restricted Securities this Agreement as provided herein. Notwithstanding the foregoing, the Portfolio Manager shall not under any circumstances make any commitment on behalf of the Issuer to greater than the Percentage Limitation, unless the acquisition of shares acquire or make payment under any Security in excess of the Percentage Limitation has been approved in advance by a majority of the CompanyIssuer's Directors excluding any designee of the Stockholder pursuant ability to Section 2.11 of this Agreementpay such committed amounts from time to time. (b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Securities, if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement. (c) Notwithstanding the foregoing, if Stockholder inadvertently acquires a non-material amount of Securities in excess of the limitations set forth in this Section 2.1, and disposes of the excess amount of Securities within 10 days after the Stockholder becomes aware of such breach (it being deemed to have notice of the number of Securities reported by the Company as outstanding in any periodic report filed with the SEC), then no breach of this Section 2.1 will be deemed to have occurred. If any action of the Company or any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed to own no more than the Percentage Limitation applicable at such time and shall not be required to dispose of any of its Restricted Securities.

Acquisition of Securities. (a) During Purchaser is acquiring the Standstill Period, Stockholder shall not, directly Shares for its own account for investment only and not with a view towards the public sale or indirectly, acquire distribution thereof and not with a view to or for sale in connection with any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally in the election of Directors of the Company, in each case now or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES"), if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreementdistribution thereof. (b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any SecuritiesPurchaser and its advisors, if any, have been furnished with materials relating to the effect business, finances and operations of the acquisition would be Company and materials relating to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess offer and sale of the Percentage Limitation has Shares which have been approved in advance requested by a majority Purchaser. Purchaser and its advisors, if any, have been afforded the opportunity to ask questions of the Company's Directors excluding Company and have received complete and satisfactory answers to any designee of the Stockholder pursuant to Section 2.11 of this Agreementsuch inquiries. (c) Notwithstanding Purchaser understands that its investment in the foregoingShares involves a high degree of risk. (d) Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Shares. (e) Purchaser acknowledges that: (i) the Purchaser Shares have not been and are not being registered under the provisions of the Securities Act and may not be transferred unless (A) subsequently registered thereunder or (B) Purchaser shall have delivered to the Seller an opinion of counsel, or other evidence reasonably satisfactory in form, scope and substance to the Seller, to the effect that the Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (ii) any sale of the Purchaser Shares made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if Stockholder inadvertently acquires a non-material amount of Securities in excess of the limitations set forth in this Section 2.1said Rule is not applicable, and disposes of the excess amount of Securities within 10 days after the Stockholder becomes aware any resale of such breach (it being deemed to have notice of Purchaser Shares under circumstances in which the number of Securities reported by Purchaser, or the Company as outstanding in any periodic report filed with person through whom the SEC)sale is made, then no breach of this Section 2.1 will may be deemed to have occurred. If any action be an underwriter, as that term is used in the Securities Act, may require compliance with some other exemption under the Securities Act or the rules and regulations of the Company Securities and Exchange Commission thereunder; and (iii) except as provided herein, neither the Purchaser nor any other person is under any obligation to register the Purchaser Shares under the Securities Act or to comply with the terms and conditions of any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed to own no more than the Percentage Limitation applicable at exemption thereunder. (f) Purchaser acknowledges and agrees that until such time and as the Purchaser Shares have been registered under the Securities Act the Purchaser Shares shall not be required to dispose of any of its Restricted Securitiesbear a restrictive legend in substantially the following form: THESE SECURITIES (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Acquisition of Securities. (a) During Except as otherwise provided herein, the Standstill PeriodPortfolio Manager is authorized, Stockholder on behalf of the Issuer, to subscribe for and purchase Securities of issuers offered to the Issuer from time to time. The Issuer represents and warrants to the Portfolio Manager that at the time of any such purchase it will be an "accredited investor" as such term is defined in Regulation D under the Securities Act and a "qualified institutional buyer" as that term is defined in Rule 144A and that the Issuer shall not, directly or indirectly, acquire any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally promptly inform the Portfolio Manager and the Funding Agent in writing should its status as such change in the election future. In connection with any purchase of Directors Securities eligible for purchase hereunder and deemed acceptable by the Portfolio Manager in accordance with the terms hereof, the Issuer authorizes the Portfolio Manager to: (i) commit to purchase such Securities for the account of the CompanyIssuer on the terms and conditions under which Securities are offered and are deemed acceptable to the Portfolio Manager in accordance with the terms hereof; and (ii) on behalf of the Issuer, execute such agreements, instruments and documents, and make such commitments, as may be required by the issuer and/or the seller of such securities, including, but not limited to, a representation that the Issuer is an "accredited investor" and/or a "qualified institutional buyer", and a commitment that such securities will not be offered or sold by the Issuer except in each case now compliance with the registration requirements of the Securities Act or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES")an exemption therefrom, if so required in connection with the effect acquisition thereof. The Issuer understands and agrees to be bound by the terms of any commitment entered into in connection with the purchase of securities on behalf of the acquisition would be Issuer pursuant to increase Stockholder's aggregate Beneficial Ownership the authority granted to the Portfolio Manager by this Agreement, notwithstanding a subsequent termination of Restricted Securities this Agreement as provided herein. Notwithstanding the foregoing, the Portfolio Manager shall not under any circumstances make any commitment on behalf of the Issuer to greater than the Percentage Limitation, unless the acquisition of shares acquire or make payment under any Security in excess of the Percentage Limitation has been approved in advance by a majority of the CompanyIssuer's Directors excluding any designee of the Stockholder pursuant ability to Section 2.11 of this Agreementpay such committed amounts from time to time. (b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Securities, if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement. (c) Notwithstanding the foregoing, if Stockholder inadvertently acquires a non-material amount of Securities in excess of the limitations set forth in this Section 2.1, and disposes of the excess amount of Securities within 10 days after the Stockholder becomes aware of such breach (it being deemed to have notice of the number of Securities reported by the Company as outstanding in any periodic report filed with the SEC), then no breach of this Section 2.1 will be deemed to have occurred. If any action of the Company or any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed to own no more than the Percentage Limitation applicable at such time and shall not be required to dispose of any of its Restricted Securities.

Acquisition of Securities. (a) During Seller is acquiring the Standstill Period, Stockholder shall not, directly Purchaser Shares for its own account for investment only and not with a view towards the public sale or indirectly, acquire distribution thereof and not with a view to or for sale in connection with any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally in the election of Directors of the Company, in each case now or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES"), if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreementdistribution thereof. (b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Securities, if the effect All subsequent offers and sales of the acquisition would Purchaser Shares by Seller shall be made in accordance with the Lock-Up Agreement and pursuant to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess registration of the Percentage Limitation has been approved in advance by a majority of Purchaser Shares under the Company's Directors excluding any designee of the Stockholder Securities Act or pursuant to Section 2.11 of this Agreementan exemption from registration. (c) Notwithstanding Seller acknowledges that the foregoingPurchaser Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Purchaser is relying upon the truth and accuracy of, and Seller compliance with, the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the availability of such exemptions and the eligibility of Seller to acquire the Purchaser Shares. (d) Seller and its advisors, if Stockholder inadvertently acquires a non-material amount any, have been furnished with materials relating to the business, finances and operations of Securities in excess Purchaser and materials relating to the offer and sale of the limitations set forth in this Section 2.1Purchaser Shares which have been requested by Seller. Seller and their advisors, and disposes if any, have been afforded the opportunity to ask questions of the excess amount Purchaser and have received complete and satisfactory answers to any such inquiries. (e) Seller understands that the investment in the Purchaser Shares involves a high degree of Securities within 10 days after the Stockholder becomes aware of such breach risk. (it being deemed to have notice f) Seller understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the number of Purchaser Shares. (g) Seller acknowledge and agree that until such time as the Purchaser Shares have been registered under the Securities reported by Act the Company as outstanding Purchaser Shares shall bear a restrictive legend in any periodic report filed with substantially the SECfollowing form: THESE SECURITIES (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), then no breach of this Section 2.1 will be deemed to have occurred. If any action of the Company or any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed to own no more than the Percentage Limitation applicable at such time and shall not be required to dispose of any of its Restricted SecuritiesOR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

Acquisition of Securities. (a) During Except as otherwise provided herein, the Standstill PeriodPortfolio Manager is authorized, Stockholder on behalf of the Issuer, to subscribe for and purchase Securities of issuers offered to the Issuer from time to time. The Issuer represents and warrants to the Portfolio Manager that at the same time of any such purchase it will be an "accredited investor" as such term is defined in Regulation D under the Securities Act and a "qualified institutional buyer" as that term is defined in Rule 144A and that the Issuer shall not, directly or indirectly, acquire any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally promptly inform the Portfolio Manager and the Funding Agent in writing should its status as such change in the election future. In connection with any purchase of Directors Securities eligible for purchase hereunder and deemed acceptable by the Portfolio Manager in accordance with the terms hereof, the Issuer authorizes the Portfolio Manager to: (i) commit to purchase such Securities for the account of the CompanyIssuer on the terms and conditions under which Securities are offered and are deemed acceptable to the Portfolio Manager in accordance with the terms hereof; and (ii) on behalf of the Issuer, execute such agreements, instruments and documents, and make such commitments, as may be required by the issuer and/or the seller of such securities, including, but not limited to, a representations that the Issuer is an "accredited investor" and/or a "qualified institutional buyer", and a commitment that such securities will not be offered or sold by the Issuer except in each case now compliance with the registration requirements of the Securities Act or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES")an exemption therefrom, if so required in connection with the effect acquisition thereof. The Issuer understands and agrees to be bound by the terms of any commitment entered into in connection with the purchase of securities on behalf of the acquisition would be Issuer pursuant to increase Stockholder's aggregate Beneficial Ownership the authority granted to the Portfolio Manager by this Agreement, notwithstanding a subsequent termination of Restricted Securities this Agreement as provided herein. Notwithstanding the foregoing, the Portfolio Manager shall not under any circumstances make any commitment on behalf of the Issuer to greater than the Percentage Limitation, unless the acquisition of shares acquire or make payment under any Security in excess of the Percentage Limitation has been approved in advance by a majority of the CompanyIssuer's Directors excluding any designee of the Stockholder pursuant ability to Section 2.11 of this Agreementpay such committed amounts from time to time. (b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Securities, if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreement. (c) Notwithstanding the foregoing, if Stockholder inadvertently acquires a non-material amount of Securities in excess of the limitations set forth in this Section 2.1, and disposes of the excess amount of Securities within 10 days after the Stockholder becomes aware of such breach (it being deemed to have notice of the number of Securities reported by the Company as outstanding in any periodic report filed with the SEC), then no breach of this Section 2.1 will be deemed to have occurred. If any action of the Company or any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed to own no more than the Percentage Limitation applicable at such time and shall not be required to dispose of any of its Restricted Securities.

Acquisition of Securities. (a) During Seller is acquiring the Standstill Period, Stockholder shall not, directly JUNI Shares for his own account for investment only and not with a view towards the public sale or indirectly, acquire distribution thereof and not with a view to or for sale in connection with any Common Shares or securities convertible, exchangeable or otherwise exercisable for Common Shares or other securities that are entitled to vote generally in the election of Directors of the Company, in each case now or hereafter outstanding (collectively, "SECURITIES," and all Securities Beneficially Owned by Stockholder being referred to herein as "RESTRICTED SECURITIES"), if the effect of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted Securities to greater than the Percentage Limitation, unless the acquisition of shares in excess of the Percentage Limitation has been approved in advance by a majority of the Company's Directors excluding any designee of the Stockholder pursuant to Section 2.11 of this Agreementdistribution thereof. (b) Following the Standstill Period, Stockholder shall not, directly or indirectly, acquire any Securities, if the effect Seller is: (i) an "accredited investor" as that term is defined in Rule 501 of the acquisition would be to increase Stockholder's aggregate Beneficial Ownership of Restricted General Rules and Regulations under the Securities to greater than the Percentage LimitationAct, unless the acquisition of shares (ii) experienced in excess making investments of the Percentage Limitation has been approved kind described in advance this Agreement and the related documents, (iii) able, by a majority reason of the Company's Directors excluding any designee of business and financial experience, to protect his own interests in connection with the Stockholder pursuant to Section 2.11 of transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of his investment in the JUNI Shares. (c) Notwithstanding Seller acknowledges that the foregoingJUNI Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Purchaser is relying upon the truth and accuracy of, and Seller's compliance with, the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the availability of such exemptions and the eligibility of Seller to acquire the JUNI Shares. (d) Seller has been provided with, and has read the Company's Annual Report on Form 10KSB for fiscal year ended December 31, 1999, the Company's Proxy dated December 10, 1999, and the Company's Quarterly Reports on Form 10 QSB for the fiscal quarter ended September 30, 1999 (collectively, the SEC Reports). Seller and his advisors, if Stockholder inadvertently acquires a non-material amount any, have also been furnished with materials relating to the business, finances and operations of Securities in excess Purchaser and materials relating to the offer and sale of the limitations set forth in this Section 2.1JUNI Shares which have been requested by Seller. Seller and his advisors, and disposes if any, have been afforded the opportunity to ask questions of the excess amount Purchaser and has received complete and satisfactory answers to any such inquiries. (e) Seller understands that his investment in the JUNI Shares involves a high degree of risk. (f) Seller understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the JUNI Shares. (g) Seller acknowledges that: (i) the JUNI Shares have not been and are not being registered under the provisions of the Securities within 10 days after Act and may not be transferred unless (A) subsequently registered thereunder or (B) Purchaser shall have received an opinion of counsel, reasonably satisfactory in form, scope and substance to Purchaser, to the Stockholder becomes aware effect that the JUNI Shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; (ii) any sale of the JUNI Shares made in reliance on Rule 144 promulgated under the Securities Act may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any resale of such breach (it being deemed to have notice of JUNI Shares under circumstances in which the number of Securities reported by seller, or the Company as outstanding in any periodic report filed with person through whom the SEC)sale is made, then no breach of this Section 2.1 will may be deemed to have occurred. If any action be an underwriter, as that term is used in the Securities Act, may require compliance with some other exemption under the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder; and (iii) neither the Company nor any other person is under any obligation to register the JUNI Shares under the Securities Act or to comply with the terms and conditions of any of its Affiliates, including a buy back of capital stock of the Company, increases the Total Voting Power Beneficially Owned by Stockholder above 25.0% of the Total Voting Power outstanding at the time of measurement, Stockholder shall be deemed to own no more than the Percentage Limitation applicable at exemption thereunder. (h) Seller acknowledges and agrees that until such time and as the JUNI Shares have been registered under the Securities Act, the JUNI Shares shall not be required to dispose of any of its Restricted Securitiesbear a restrictive legend in substantially the following form: THESE SECURITIES (THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.