ACKNOWLEDGES THAT IT HAS REVIEWED THE DISCLOSURE MATERIALS AND HAS BEEN AFFORDED
(I) THE OPPORTUNITY TO ASK SUCH QUESTIONS AS IT HAS DEEMED NECESSARY OF, AND TO
RECEIVE ANSWERS FROM, REPRESENTATIVES OF THE COMPANY CONCERNING THE TERMS AND
CONDITIONS OF THE OFFERING OF THE COMMON SHARES AND THE MERITS AND RISKS OF
INVESTING IN THE COMMON SHARES; (II) ACCESS TO INFORMATION ABOUT THE COMPANY AND
THE SUBSIDIARIES AND THEIR RESPECTIVE FINANCIAL CONDITION, RESULTS OF
OPERATIONS, BUSINESS, PROPERTIES, MANAGEMENT AND PROSPECTS SUFFICIENT TO ENABLE
IT TO EVALUATE ITS INVESTMENT; AND (III) THE OPPORTUNITY TO OBTAIN SUCH
ADDITIONAL INFORMATION THAT THE COMPANY POSSESSES OR CAN ACQUIRE WITHOUT
UNREASONABLE EFFORT OR EXPENSE THAT IS NECESSARY TO MAKE AN INFORMED INVESTMENT
DECISION WITH RESPECT TO THE INVESTMENT. NEITHER SUCH INQUIRIES NOR ANY OTHER
INVESTIGATION CONDUCTED BY OR ON BEHALF OF SUCH INVESTOR OR ITS REPRESENTATIVES
OR COUNSEL SHALL MODIFY, AMEND OR AFFECT SUCH INVESTOR'S RIGHT TO RELY ON THE
TRUTH, ACCURACY AND COMPLETENESS OF THE DISCLOSURE MATERIALS AND THE COMPANY'S
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE TRANSACTION DOCUMENTS.
4.7
GOVERNMENTAL REVIEW.
SUCH INVESTOR
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.
12
4.8
SHORT SALES. SUCH INVESTOR HAS NOT DIRECTLY
OR INDIRECTLY, NOR HAS ANY PERSON ACTING ON BEHALF OF OR PURSUANT TO ANY
UNDERSTANDING WITH SUCH INVESTOR, EXECUTED ANY SHORT SALES IN THE SECURITIES OF
THE COMPANY SINCE THE DATE THAT SUCH INVESTOR WAS FIRST CONTACTED REGARDING AN
INVESTMENT IN THE COMPANY ("DISCUSSION TIME").
4.9
TRANSFER OR RESALE.
SUCH INVESTOR
UNDERSTANDS THAT:
(A)
EXCEPT AS PROVIDED IN THE REGISTRATION
RIGHTS AGREEMENT, THE COMMON SHARES HAVE NOT BEEN AND ARE NOT BEING REGISTERED
UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS AND,
CONSEQUENTLY, SUCH INVESTOR WILL NOT BE AFFORDED THE PROTECTION OF SECTION 11 OF
THE SECURITIES ACT, AND SUCH INVESTOR MAY HAVE TO BEAR THE RISK OF OWNING THE
COMMON SHARES FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE COMMON SHARES MAY NOT
BE TRANSFERRED UNLESS (I) THE RESALE OF THE COMMON SHARES IS REGISTERED PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; (II) THE COMMON
SHARES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION; OR (III) THE COMMON SHARES ARE SOLD OR TRANSFERRED PURSUANT TO
RULE 144;
(B)
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, IF RULE 144 IS NOT APPLICABLE, ANY RESALE OF THE COMMON SHARES UNDER
CIRCUMSTANCES IN WHICH THE SELLER (OR THE PERSON THROUGH WHOM THE SALE IS MADE)
MAY BE DEEMED TO BE AN UNDERWRITER (AS THAT TERM IS DEFINED IN THE SECURITIES
ACT) MAY REQUIRE COMPLIANCE WITH SOME OTHER EXEMPTION