JBCPL IS NOT ORGANIZED UNDER THE LAWS OF OR IS NOT A CITIZEN OR
RESIDENT OF THE UNITED STATES AND WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN
SECURITIES NOT REGISTERED UNDER THE SECURITIES ACT, DOES NOT HAVE ANY OF ITS
SECURITIES REGISTERED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
"EXCHANGE ACT"), AND IS NOT OWNED BY U.S. PERSONS AS DEFINED IN REGULATION S AND
HEREIN.
B)
AT THE TIME THE BUY ORDER TO PURCHASE THE SHARES WAS ORIGINATED,
JBCPL WAS OUTSIDE THE UNITED STATES.
C)
NO OFFER TO PURCHASE THE SHARES WAS MADE IN THE UNITED STATES
NOR WERE ANY "DIRECTED SELLING EFFORTS" AS DEFINED IN RULE 902 OF REGULATION S
MADE IN THE UNITED STATES.
D)
ALL SUBSEQUENT OFFERS AND SALES OF THE SHARES SHALL BE MADE IN
COMPLIANCE WITH REGULATION S, PURSUANT TO REGISTRATION OF THE SECURITIES UNDER
THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION.
E)
JBCPL AGREES THAT FROM THE DATE HEREOF UNTIL AFTER ONE YEAR
AFTER THE CLOSING OF THE PURCHASE OF THE SHARES HEREUNDER (THE "RESTRICTIVE
PERIOD"), JBCPL AGREES, UPON ANY OFFER, SALE, OR TRANSFER OF THE SHARES
(INCLUDING ANY INTERESTS THEREIN), JBCPL, OR ANY SUCCESSOR, OR ANY PROFESSIONAL
UNDER ITS DIRECTION (AS DEFINED BELOW) (EXCEPT FOR SALES OF ANY SHARES
REGISTERED UNDER THE SECURITIES ACT OR OTHERWISE EXEMPT FROM SUCH REGISTRATION)
(I) WILL NOT SELL TO A U.S. PERSON OR TO AN ACCOUNT OF OR FOR THE BENEFIT OF A
U.S. PERSON OR TO ANYONE BELIEVED TO BE A U.S. PERSON; (II) WILL NOT ENGAGE IN
ANY EFFORTS TO SELL THE SHARES IN THE UNITED STATES; (III) WILL, AT THE TIME THE
BUY ORDER OR TRANSFER IS ORIGINATED, BELIEVE THE BUYER OR TRANSFEREE IS OUTSIDE
THE UNITED STATES; (IV) WILL SEND TO ANY TRANSFEREE WHO IS A PROFESSIONAL,
WHETHER ACTING AS AGENT OR PRINCIPAL, A CONFIRMATION OR OTHER NOTICE STATING
THAT THE PROFESSIONAL IS SUBJECT TO THE SAME RESTRICTIONS ON TRANSFER TO U.S.
PERSONS OR FOR THE ACCOUNT OF OR BENEFIT OF U.S. PERSONS DURING THE RESTRICTIVE
PERIOD AS PROVIDED HEREIN; AND (V) WILL NOT IN CONNECTION WITH THE COMMON STOCK
OF SPECTRUM ENGAGE IN THE UNITED STATES IN ANY SHORT SELLING, OPTION WRITING,
EQUITY SWAPS, OR OTHER TYPES OF HEDGING TRANSACTIONS OR DERIVATIVE
TRANSACTIONS.
SPECTRUM WILL NOT HONOR OR REGISTER AND WILL NOT BE OBLIGATED TO
HONOR OR REGISTER ANY TRANSFER IN VIOLATION OF THESE PROVISIONS.
F)
FOR PURPOSE HEREOF, IN GENERAL, A "U.S. PERSON" MEANS ANY
NATURAL PERSON, RESIDENT OF THE UNITED STATES; ANY PARTNERSHIP OR CORPORATION
ORGANIZED OR INCORPORATED UNDER THE LAWS OF THE UNITED STATES OR ANY STATE OR
TERRITORY THEREOF; ANY ESTATE OF WHICH ANY EXECUTOR OR ADMINISTRATOR IS A U.S.
PERSON; ANY TRUST OF WHICH ANY TRUSTEE IS A U.S. PERSON; ANY AGENCY OR BRANCH OF
A FOREIGN ENTITY LOCATED IN THE UNITED STATES; ANY NONDISCRETIONARY ACCOUNT OR
SIMILAR ACCOUNT, OTHER THAN AN ESTATE OR TRUST, HELD BY A DEALER OR OTHER
FIDUCIARY FOR THE BENEFIT OF A