FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS,
PROPERTIES, MANAGEMENT AND PROSPECTS SUFFICIENT TO ENABLE IT TO EVALUATE ITS
INVESTMENT; AND (III) THE OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION THAT
THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT UNREASONABLE EFFORT OR EXPENSE THAT
IS NECESSARY TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE
INVESTMENT. NEITHER SUCH INQUIRIES NOR ANY OTHER INVESTIGATION CONDUCTED BY OR
ON BEHALF OF SUCH INVESTOR OR ITS REPRESENTATIVES OR COUNSEL SHALL MODIFY, AMEND
OR AFFECT SUCH INVESTOR'S RIGHT TO RELY ON THE TRUTH, ACCURACY AND COMPLETENESS
OF THE DISCLOSURE MATERIALS AND THE COMPANY'S REPRESENTATIONS AND WARRANTIES
CONTAINED IN THE TRANSACTION DOCUMENTS.
(F)
CERTAIN TRADING ACTIVITIES. SUCH INVESTOR HAS NOT DIRECTLY OR
INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF OR PURSUANT TO ANY
UNDERSTANDING WITH SUCH INVESTOR, ENGAGED IN ANY TRANSACTIONS IN THE SECURITIES
OF THE COMPANY, INCLUDING, WITHOUT LIMITATIONS, ANY SHORT SALES, WHETHER OR NOT
AGAINST THE BOX, ESTABLISHED ANY "PUT EQUIVALENT POSITION" (AS DEFINED IN
RULE 16A-1(H) UNDER THE EXCHANGE ACT) WITH RESPECT TO THE COMMON STOCK, BORROWED
OR PRE-BORROWED ANY SHARES OF COMMON STOCK, OR GRANTED ANY OTHER RIGHT
(INCLUDING, WITHOUT LIMITATION, ANY PUT OR CALL OPTION) WITH RESPECT TO THE
COMMON STOCK OR WITH RESPECT TO ANY SECURITY THAT INCLUDES, RELATES TO OR
DERIVED ANY SIGNIFICANT PART OF ITS VALUE FROM THE COMMON STOCK OR OTHERWISE
SOUGHT TO HEDGE ITS POSITION IN THE SECURITIES (EACH, A "PROHIBITED
TRANSACTION"), SINCE THE TIME THAT SUCH INVESTOR WAS FIRST CONTACTED BY THE
COMPANY OR ROTH CAPITAL PARTNERS,
13
LLC REGARDING AN INVESTMENT IN THE COMPANY AS CONTEMPLATED HEREUNDER. PRIOR TO
THE EARLIEST TO OCCUR OF (I) THE TERMINATION OF THIS AGREEMENT OR (II) THE
EARLIER OF (I) THE EFFECTIVENESS DATE AND (II) THE EFFECTIVE DATE, SUCH INVESTOR
SHALL NOT, NOR SHALL ANY PERSON ACTING ON ITS BEHALF OR PURSUANT TO ANY
UNDERSTANDING WITH IT, ENGAGE, DIRECTLY OR INDIRECTLY, IN (A) A PROHIBITED
TRANSACTION NOR (B) ANY SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION, PUT, CALL, OR
OTHER TRANSFER OF ANY OF THE SHARES OF COMMON STOCK, WARRANTS OR OTHER
SECURITIES OF THE ISSUER ACQUIRED HEREUNDER. NOTWITHSTANDING THE FOREGOING, IN
THE CASE OF LB I GROUP INC., THE REPRESENTATION SET FORTH ABOVE SHALL ONLY APPLY
WITH RESPECT TO THE GLOBAL TRADING STRATEGIES GROUP OF LEHMAN BROTHERS HOLDINGS
INC.
(G)
INDEPENDENT INVESTMENT DECISION. SUCH INVESTOR HAS INDEPENDENTLY
EVALUATED THE MERITS OF ITS DECISION TO PURCHASE SECURITIES PURSUANT TO THE
TRANSACTION DOCUMENTS, AND SUCH INVESTOR CONFIRMS THAT IT HAS NOT RELIED ON THE
ADVICE OF ANY OTHER INVESTOR'S BUSINESS AND/OR LEGAL COUNSEL IN MAKING SUCH
DECISION. SUCH INVESTOR HAS NOT RELIED ON THE BUSINESS OR LEGAL ADVICE OF ROTH
CAPITAL PARTNERS, LLC OR ANY OF ITS AGENTS, COUNSEL OR AFFILIATES IN MAKING ITS
INVESTMENT DECISION HEREUNDER, AND CONFIRMS THAT NONE OF SUCH PERSONS HAS MADE
ANY REPRESENTATIONS OR WARRANTIES TO SUCH INVESTOR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THE TRANSACTION DOCUMENTS.
The Company acknowledges and agrees that no Investor has made or makes any
representations or warranties with respect