ASSUMPTIONS THAT MAY NOT PROVE
TO BE CORRECT. SUCH ASSUMPTIONS ARE INHERENTLY SUBJECT TO SIGNIFICANT
UNCERTAINTIES AND CONTINGENCIES, MANY OF WHICH ARE BEYOND THE CONTROL OF PARENT,
CCU AND THEIR SUBSIDIARIES. NO REPRESENTATION IS MADE, AND NO ASSURANCE CAN BE
GIVEN, THAT PARENT, CCU OR THEIR SUBSIDIARIES CAN OR WILL ATTAIN SUCH RESULTS OR
THAT ACTUAL RESULTS WILL NOT MATERIALLY DIFFER FROM THOSE STATEMENTS AND
ESTIMATES.
AN INVESTMENT IN THE EQUITY SECURITIES INVOLVES A HIGH DEGREE OF RISK. BY
INVESTING IN THE EQUITY SECURITIES, YOU ACKNOWLEDGE AND AGREE TO THE
REPRESENTATIONS AND WARRANTIES AS SET FORTH IN THE INVESTMENT AGREEMENT THAT YOU
MUST EXECUTE IN CONJUNCTION WITH AN INVESTMENT IN THE EQUITY SECURITIES.
THE INFORMATION CONTAINED HEREIN AND ANY OTHER INFORMATION PROVIDED OR MADE
AVAILABLE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY, NOR SHALL THERE BE ANY SALE OF, THE EQUITY SECURITIES IN ANY JURISDICTION
WHERE, OR TO ANY PERSON TO WHOM, SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.
THE INFORMATION CONTAINED HEREIN SHOULD BE CONSIDERED TOGETHER WITH THE OTHER
INFORMATION PROVIDED OR MADE AVAILABLE TO YOU. THE INFORMATION CONTAINED HEREIN
AND ANY OTHER INFORMATION PROVIDED OR MADE AVAILABLE TO YOU WAS PROVIDED FOR
DILIGENCE PURPOSES AND DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL
THE INFORMATION THAT YOU MAY DESIRE IN INVESTIGATING PARENT, CCU, THEIR
SUBSIDIARIES OR THE TERMS OF THE INVESTMENT. YOU MUST CONDUCT AND RELY ON YOUR
OWN EXAMINATION OF PARENT, CCU, THEIR SUBSIDIARIES AND THE TERMS OF THE
TRANSACTION, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT
DECISION WITH RESPECT TO THE EQUITY SECURITIES. CERTAIN PROVISIONS OF THE
INVESTMENT AGREEMENTS AND OTHER DOCUMENTS ARE SUMMARIZED HEREIN BUT YOU SHOULD
NOT ASSUME THAT THE SUMMARIES ARE COMPLETE. SUCH SUMMARIES ARE QUALIFIED IN
THEIR ENTIRETY BY REFERENCE TO THE COMPLETE TEXT OF SUCH INVESTMENT AGREEMENTS
AND OTHER DOCUMENTS. MOREOVER, THE FINAL TERMS AND CONDITIONS OF CERTAIN OF
THESE
18
AGREEMENTS WILL BE SUBJECT TO NEGOTIATION AMONG PARENT, CCU AND THE PROSPECTIVE
MANAGEMENT INVESTORS. NEITHER PARENT NOR CCU UNDERTAKES ANY OBLIGATION, AND
EXPRESSLY DISCLAIMS ANY SUCH OBLIGATION, TO UPDATE THE DESCRIPTIONS OF ANY SUCH
AGREEMENTS CONTAINED HEREIN AFTER THE DATE HEREOF AND YOU ARE URGED TO REVIEW
THE FINAL TERMS OF ANY SUCH AGREEMENT.
YOU ARE NOT TO CONSTRUE ANY STATEMENTS MADE HEREIN OR OTHERWISE PROVIDED TO YOU
AS LEGAL, TAX, FINANCIAL, INVESTMENT, ACCOUNTING OR OTHER ADVICE. PRIOR TO
MAKING AN INVESTMENT DECISION REGARDING THE EQUITY SECURITIES, THIS ENTIRE
MEMORANDUM AND ANY OTHER INFORMATION OTHERWISE PROVIDED OR MADE AVAILABLE TO YOU
SHOULD BE REVIEWED CAREFULLY BY YOU AND YOUR LEGAL, TAX, FINANCIAL, INVESTMENT,
ACCOUNTING OR OTHER ADVISERS.
EXCEPT AS OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF THE DATE HEREOF.
NEITHER THE DELIVERY OF THIS MEMORANDUM NOR ANY SALE OF THE EQUITY SECURITIES
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF PARENT, CCU OR THEIR SUBSIDIARIES AFTER THE DATE
HEREOF.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY