OF ANY APPLICABLE BANKRUPTCY,
INSOLVENCY, FRAUDULENT CONVEYANCE, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO THE EFFECTS OF GENERAL
EQUITABLE PRINCIPLES.
(B)
INVESTMENT REPRESENTATIONS.
THE INVESTOR IS AN ACCREDITED
INVESTOR AND IS ACQUIRING THE SHARES FOR THE INVESTOR'S OWN ACCOUNT, FOR
INVESTMENT, AND NOT WITH A VIEW TO, OR FOR SALE IN CONNECTION WITH, THE
DISTRIBUTION THEREOF OR OF ANY INTEREST THEREIN.
THE INVESTOR UNDERSTANDS THAT
THE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT BY REASON OF ITS
ISSUANCE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT PURSUANT TO THE EXEMPTION PROVIDED IN SECTION 4(2) AND/OR
REGULATION D PROMULGATED UNDER THE SECURITIES ACT, AND THAT THE SHARES MAY NOT
BE SOLD OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OR
EXEMPTED FROM SUCH REGISTRATION.
(C)
INVESTOR'S ACKNOWLEDGMENT. THE INVESTOR HAS HAD THE OPPORTUNITY,
DIRECTLY OR THROUGH ITS REPRESENTATIVES, TO ASK QUESTIONS OF AND RECEIVE ANSWERS
FROM PERSONS ACTING ON BEHALF OF THE COMPANY CONCERNING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(D)
FINANCIAL ADVISORS.
NO AGENT, BROKER, INVESTMENT BANKER, FINDER,
FINANCIAL ADVISOR OR OTHER PERSON IS OR WILL BE ENTITLED TO ANY BROKER'S OR
FINDER'S FEE OR ANY OTHER
10
COMMISSION OR SIMILAR FEE FROM THE INVESTOR, DIRECTLY OR INDIRECTLY, IN
CONNECTION WITH THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.
(E)
LEGEND.
(I)
THE CERTIFICATE EVIDENCING THE SHARES WILL BEAR A LEGEND (THE
"LEGEND") SUBSTANTIALLY SIMILAR TO THE FOLLOWING:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
NO INTEREST IN THESE SECURITIES MAY BE PLEDGED, HYPOTHECATED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT IS IN
EFFECT UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID
ACT.
THE BY-LAWS OF THE TRUST PROVIDE, AMONG OTHER THINGS, THAT NO PERSON MAY ACQUIRE
TRUST SECURITIES (INCLUDING THESE SECURITIES) IF, THEREAFTER, HE WOULD
BENEFICIALLY OWN MORE THAN 9.8% OF THE TRUST'S SHARES OF BENEFICIAL INTEREST.
IN APPLYING THIS RESTRICTION, CONVERTIBLE SECURITIES OF THE TRUST BENEFICIALLY
OWNED BY SUCH PERSON (INCLUDING CONVERTIBLE SECURITIES) ARE TO BE TREATED AS IF
ALREADY CONVERTED INTO SHARES OF BENEFICIAL INTEREST.
A COPY OF THE BY-LAWS AND
INFORMATION ABOUT THE LIMIT ON OWNERSHIP MAY BE OBTAINED FROM THE SECRETARY OF
THE TRUST.
(II)
THE LEGEND ENDORSED ON THE CERTIFICATE PURSUANT TO SECTION 4.01
(E) HEREOF SHALL BE REMOVED AND THE COMPANY SHALL ISSUE A CERTIFICATE WITHOUT
SUCH PORTION OF THE LEGEND TO THE HOLDER THEREOF AT SUCH TIME AS THE SECURITIES
EVIDENCED THEREBY CEASE TO BE RESTRICTED SECURITIES UPON THE EARLIEST TO OCCUR
OF (I) A REGISTRATION STATEMENT WITH RESPECT TO THE SALE OF SUCH SECURITIES
SHALL HAVE BECOME EFFECTIVE UNDER THE SECURITIES ACT AND SUCH SECURITIES SHALL
HAVE BEEN DISPOSED OF IN ACCORDANCE WITH SUCH REGISTRATION STATEMENT, (II) THE
SECURITIES SHALL HAVE BEEN SOLD TO THE PUBLIC PURSUANT TO RULE 144 (OR ANY
SUCCESSOR PROVISION) UNDER THE SECURITIES ACT, AND (III) SUCH SECURITIES MAY BE