SHARES
WHICH HAVE BEEN REQUESTED BY SUCH BUYER.
SUCH BUYER AND ITS ADVISORS, IF ANY,
HAVE BEEN AFFORDED THE OPPORTUNITY TO ASK QUESTIONS OF THE COMPANY.
NEITHER
SUCH INQUIRIES NOR ANY OTHER DUE DILIGENCE INVESTIGATIONS CONDUCTED BY SUCH
BUYER OR ITS ADVISORS, IF ANY, OR ITS REPRESENTATIVES SHALL MODIFY, AMEND OR
AFFECT SUCH BUYER'S RIGHT TO RELY ON THE COMPANY'S REPRESENTATIONS AND
WARRANTIES CONTAINED HEREIN.
SUCH BUYER UNDERSTANDS THAT ITS INVESTMENT IN THE
COMMON SHARES INVOLVES A HIGH DEGREE OF RISK.
SUCH 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.
(F)
NO GOVERNMENTAL REVIEW.
SUCH 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.
(G)
TRANSFER OR RESALE.
SUCH 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 MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR TRANSFERRED UNLESS (A)
SUBSEQUENTLY REGISTERED THEREUNDER AND SOLD PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT, (B) SUCH BUYER SHALL HAVE DELIVERED TO THE COMPANY AN
OPINION OF A LAW FIRM REASONABLY ACCEPTABLE TO THE COMPANY (WITH SCHULTE ROTH &
ZABEL LLP BEING DEEMED ACCEPTABLE), IN A REASONABLY ACCEPTABLE FORM, 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)
SUCH BUYER PROVIDES THE COMPANY WITH REASONABLE ASSURANCE THAT SUCH COMMON
SHARES CAN BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144 OR RULE 144A
PROMULGATED UNDER THE 1933 ACT, AS AMENDED (OR A SUCCESSOR RULE THERETO)
(COLLECTIVELY, "RULE 144"); (II) ANY SALE OF THE COMMON SHARES MADE IN RELIANCE
ON RULE 144 MAY BE MADE ONLY IN ACCORDANCE WITH THE TERMS OF RULE 144 AND
FURTHER, IF RULE 144 IS NOT APPLICABLE, ANY RESALE OF THE COMMON SHARES UNDER
CIRCUMSTANCES IN WHICH THE SELLER (OR THE INDIVIDUAL, LIMITED LIABILITY COMPANY,
PARTNERSHIP, JOINT VENTURE, CORPORATION, TRUST,
UNINCORPORATED ORGANIZATION AND
GOVERNMENT OR ANY DEPARTMENT OR AGENCY THEREOF (COLLECTIVELY, A "PERSON")
THROUGH WHOM THE SALE IS MADE) MAY BE DEEMED TO BE AN UNDERWRITER (AS THAT TERM
IS DEFINED IN THE 1933 ACT) MAY REQUIRE COMPLIANCE WITH SOME OTHER EXEMPTION
UNDER THE 1933 ACT OR THE RULES AND REGULATIONS OF THE SEC THEREUNDER; AND (III)
NEITHER THE COMPANY NOR ANY OTHER PERSON IS UNDER ANY OBLIGATION TO REGISTER THE
COMMON SHARES UNDER THE 1933 ACT OR ANY STATE SECURITIES LAWS OR TO COMPLY WITH
THE TERMS AND CONDITIONS OF ANY EXEMPTION THEREUNDER.
NOTWITHSTANDING THE
FOREGOING, THE COMMON SHARES MAY BE PLEDGED IN CONNECTION WITH