SUCH QUESTIONS AND REQUESTS FOR
INFORMATION TO THE FULL SATISFACTION OF THE BUYER. NEITHER SUCH INQUIRIES NOR
ANY OTHER DUE DILIGENCE INVESTIGATIONS CONDUCTED BY THE BUYER OR ITS ADVISORS,
IF ANY, OR ITS REPRESENTATIVES SHALL MODIFY, AMEND OR AFFECT THE BUYER'S RIGHT
TO RELY ON THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN. THE
BUYER HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT
IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE COMMON
SHARES. THE BUYER UNDERSTANDS THAT ITS INVESTMENT IN THE COMMON SHARES INVOLVES
A HIGH DEGREE OF RISK, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2015 (THE
"FORM 10-K"), AS FILED WITH THE SEC ON MARCH 30, 2016, AND THE BUYER REPRESENTS
THAT THE BUYER AND ITS AFFILIATES HAVE THE FINANCIAL NET WORTH AND WHEREWITHAL
TO ENDURE A COMPLETE LOSS OF THEIR INVESTMENT. THE BUYER HAS SOUGHT SUCH
ACCOUNTING, LEGAL AND TAX ADVICE AS IT HAS CONSIDERED NECESSARY TO MAKE AN
INFORMED INVESTMENT DECISION WITH RESPECT TO ITS ACQUISITION OF THE COMMON
SHARES.
THE BUYER ACKNOWLEDGES AND AGREES THAT THE COMPANY DOES NOT MAKE AND
HAS NOT MADE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY ANY OF THE TRANSACTION DOCUMENTS OTHER THAN THOSE SPECIFICALLY
SET FORTH IN THIS AGREEMENT.
THE BUYER ALSO ACKNOWLEDGES THAT IT HAS BEEN
REPRESENTED BY COUNSEL DIFFERENT FROM THE COMPANY'S COUNSEL AND HAS NOT RELIED
ON THE COMPANY OR ITS COUNSEL IN THE PREPARATION, NEGOTIATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT, THE REGISTRATION RIGHTS AGREEMENT AND ANY OTHER
AGREEMENTS AND DOCUMENTS CONTEMPLATED HEREBY AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
(E)
NO GOVERNMENTAL REVIEW. THE BUYER 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 COMMON SHARES OR
THE FAIRNESS OR SUITABILITY OF THE INVESTMENT IN THE COMMON SHARES NOR HAVE SUCH
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE COMMON
SHARES.
(F)
TRANSFER OR RESALE. THE BUYER UNDERSTANDS THAT, EXCEPT AS
PROVIDED IN THE REGISTRATION RIGHTS AGREEMENT: (I) THE COMMON SHARES HAVE NOT
BEEN AND ARE NOT BEING REGISTERED UNDER THE 1933 ACT OR ANY STATE SECURITIES
LAWS AND ARE THEREFORE "RESTRICTED" SECURITIES, AND MAY NOT BE OFFERED FOR SALE,
SOLD, ASSIGNED OR TRANSFERRED UNLESS (A) SUBSEQUENTLY REGISTERED THEREUNDER, (B)
THE BUYER SHALL HAVE DELIVERED TO THE COMPANY AN OPINION OF COUNSEL, IN A FORM
GENERALLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH COMMON SHARES TO BE
SOLD, ASSIGNED OR TRANSFERRED MAY BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO
AN EXEMPTION FROM SUCH REGISTRATION, OR (C) THE BUYER PROVIDES THE COMPANY WITH
REASONABLE ASSURANCE, INCLUDING, IF REQUESTED BY THE COMPANY, AN OPINION OF
COUNSEL IN A FORM GENERALLY ACCEPTABLE TO THE COMPANY, THAT SUCH COMMON SHARES
CAN BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144 OR RULE 144A
PROMULGATED