UNDER THE SECURITIES ACT), EXCEPT
FOR THE ANNOUNCEMENT OF THIS AGREEMENT AND RELATED TRANSACTIONS.
(FF)
OFF BALANCE SHEET ARRANGEMENTS. THERE IS NO TRANSACTION,
ARRANGEMENT, OR OTHER RELATIONSHIP BETWEEN THE COMPANY (OR ANY SUBSIDIARY) AND
AN UNCONSOLIDATED OR OTHER OFF BALANCE SHEET
16
ENTITY THAT IS REQUIRED TO BE DISCLOSED BY THE COMPANY IN ITS EXCHANGE ACT
FILINGS AND IS NOT SO DISCLOSED AND WOULD HAVE A MATERIAL ADVERSE EFFECT.
(GG)
ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF SHARES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT EACH OF THE PURCHASERS IS ACTING SOLELY IN
THE CAPACITY OF AN ARM'S LENGTH PURCHASER WITH RESPECT TO THE TRANSACTION
DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
THE COMPANY
FURTHER ACKNOWLEDGES THAT NO PURCHASER IS ACTING AS A FINANCIAL ADVISOR OR
FIDUCIARY OF THE COMPANY (OR IN ANY SIMILAR CAPACITY) WITH RESPECT TO THE
TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED THEREBY AND ANY ADVICE
GIVEN BY ANY PURCHASER OR ANY OF THEIR RESPECTIVE REPRESENTATIVES OR AGENTS IN
CONNECTION WITH THE TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED
THEREBY IS MERELY INCIDENTAL TO THE PURCHASERS' PURCHASE OF THE SHARES.
(HH)
REGULATION M COMPLIANCE.
IN THE LAST THIRTY DAYS, THE COMPANY HAS
NOT, AND TO THE COMPANY'S KNOWLEDGE NO ONE ACTING ON ITS BEHALF HAS, (I) TAKEN,
DIRECTLY OR INDIRECTLY, ANY ACTION DESIGNED TO CAUSE OR TO RESULT IN THE
STABILIZATION OR MANIPULATION OF THE PRICE OF ANY SECURITY OF THE COMPANY TO
FACILITATE THE SALE OR RESALE OF ANY OF THE SHARES, (II) SOLD, BID FOR,
PURCHASED, OR PAID ANY COMPENSATION FOR SOLICITING PURCHASES OF, ANY OF THE
SECURITIES OF THE COMPANY OR (III) PAID OR AGREED TO PAY TO ANY PERSON ANY
COMPENSATION FOR SOLICITING ANOTHER TO PURCHASE ANY OTHER SECURITIES OF THE
COMPANY, OTHER THAN, IN THE CASE OF CLAUSES (II) AND (III) COMPENSATION PAID TO
THE PLACEMENT AGENT IN CONNECTION WITH THE PLACEMENT OF THE SHARES.
(II)
PFIC. NEITHER THE COMPANY NOR ANY SUBSIDIARY IS OR INTENDS TO
BECOME A "PASSIVE FOREIGN INVESTMENT COMPANY" WITHIN THE MEANING OF SECTION 1297
OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED.
(JJ)
OFAC. NEITHER THE COMPANY NOR ANY SUBSIDIARY NOR, TO THE
COMPANY'S KNOWLEDGE, ANY DIRECTOR, OFFICER, AGENT, EMPLOYEE, AFFILIATE OR PERSON
ACTING ON BEHALF OF THE COMPANY OR ANY SUBSIDIARY IS CURRENTLY SUBJECT TO ANY
U.S. SANCTIONS ADMINISTERED BY THE OFFICE OF FOREIGN ASSETS CONTROL OF THE U.S.
TREASURY DEPARTMENT ("OFAC"); AND THE COMPANY WILL NOT KNOWINGLY DIRECTLY OR
INDIRECTLY USE THE PROCEEDS OF THE SALE OF THE SHARES, OR LEND, CONTRIBUTE OR
OTHERWISE MAKE AVAILABLE SUCH PROCEEDS TO ANY SUBSIDIARY, JOINT VENTURE PARTNER
OR OTHER PERSON OR ENTITY, TOWARDS ANY SALES OR OPERATIONS IN CUBA, IRAN, SYRIA,
SUDAN, MYANMAR OR ANY OTHER COUNTRY SANCTIONED BY OFAC OR FOR THE PURPOSE OF
FINANCING THE ACTIVITIES OF ANY PERSON CURRENTLY SUBJECT TO ANY U.S. SANCTIONS
ADMINISTERED BY OFAC.
(KK)
MONEY LAUNDERING LAWS. TO THE COMPANY'S KNOWLEDGE, THE OPERATIONS
OF EACH OF THE COMPANY AND ANY SUBSIDIARY ARE AND HAVE BEEN CONDUCTED AT ALL
TIMES IN COMPLIANCE