THAT EACH PARTY (AND EACH EMPLOYEE, REPRESENTATIVE AND
OTHER AGENT OF SUCH PARTY) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION
AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT
ARE PROVIDED TO SUCH PARTY OR SUCH PERSON RELATING TO SUCH TAX TREATMENT AND TAX
STRUCTURE, EXCEPT TO THE EXTENT NECESSARY TO COMPLY WITH ANY APPLICABLE FEDERAL
OR STATE SECURITIES LAWS.
THIS AUTHORIZATION IS NOT INTENDED TO PERMIT
DISCLOSURE OF ANY OTHER INFORMATION, INCLUDING (WITHOUT LIMITATION) (I) ANY
PORTION OF ANY MATERIALS TO THE EXTENT NOT RELATED TO THE TAX TREATMENT OR TAX
STRUCTURE OF THE TRANSACTION, (II) THE IDENTITIES OF PARTICIPANTS OR POTENTIAL
PARTICIPANTS IN THE TRANSACTION, (III) THE EXISTENCE OR STATUS OF ANY
NEGOTIATIONS, (IV) ANY PRICING OR FINANCIAL INFORMATION (EXCEPT TO THE EXTENT
SUCH PRICING OR FINANCIAL INFORMATION IS RELATED TO THE TAX TREATMENT OR TAX
STRUCTURE OF THE TRANSACTION) OR (V) ANY OTHER TERM OR DETAIL NOT RELEVANT TO
THE TAX TREATMENT OR THE TAX STRUCTURE OF THE TRANSACTION.
*
*
*
*
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IN WITNESS WHEREOF, the undersigned have executed this Advisory Services
Agreement as of the date first above written.
FIRST ACCEPTANCE CORPORATION
/s/ Ellen V. Billings
By:
Ellen V. Billings
Its:
Vice President and Controller,
Secretary and Treasurer
EDWARDS CAPITAL, LLC
/s/ Donald J. Edwards
By:
Donald J. Edwards
Its:
Managing Member
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