COMMON SHARES ARE
OUTSTANDING, AND SUCH HEDGING AND/OR TRADING ACTIVITIES, IF ANY, CAN REDUCE THE
VALUE OF THE EXISTING SHAREHOLDERS' EQUITY INTEREST IN THE COMPANY BOTH AT AND
AFTER THE TIME THE HEDGING AND/OR TRADING ACTIVITIES ARE BEING CONDUCTED.
THE
COMPANY ACKNOWLEDGES THAT, SUBJECT TO THE FINAL SENTENCE OF THIS CLAUSE (FF),
SUCH AFOREMENTIONED HEDGING AND/OR TRADING ACTIVITIES AFTER THE CLOSING DO NOT
CONSTITUTE A BREACH OF THIS AGREEMENT OR ANY OF THE DOCUMENTS EXECUTED IN
CONNECTION HEREWITH.
AS OF THE DATE HEREOF, NEITHER THE BUYER NOR ITS
AFFILIATES MAINTAIN A "SHORT" POSITION IN THE COMMON STOCK WITH RESPECT TO ANY
SUCH HEDGING AND/OR TRADING ACTIVITY.
NOTWITHSTANDING ANYTHING ELSE HEREIN TO
THE CONTRARY, (X) THE FOREGOING IS NOT A RECOGNITION OF OR ACKNOWLEDGEMENT WITH
RESPECT TO AND DOES NOT PERMIT THE BUYER'S OR ITS AFFILIATES' VIOLATION OF
(I) THE INSIDER TRADING RULES AND REGULATIONS OF THE APPLICABLE UNITED STATES
FEDERAL AND STATE SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION SECTION 10(B)
AND RULES 10B5-1 AND 10B5-2 OF THE
17
1934 ACT, OR (II) INTERNAL COMPANY POLICIES WITH RESPECT TO THE PURCHASE OR SALE
OF COMPANY SECURITIES AS IN EFFECT ON THE DATE HEREOF OR AS MAY BE ADOPTED
HEREAFTER ("COMPANY INSIDER TRADING POLICIES"), AND (Y) BUYER, ITS AFFILIATES
AND THE DIRECTOR DESIGNEES SHALL AT ALL TIMES ABIDE BY ALL LAWS AND THE RULES,
REGULATIONS, ORDERS, JUDGMENTS AND DECREES OF ANY COURT, PUBLIC BOARD, AGENCY,
SELF-REGULATORY ORGANIZATION OR BODY (INCLUDING FEDERAL AND STATE SECURITIES
LAWS AND REGULATIONS AND THE RULES AND REGULATIONS OF FINRA) AND THE COMPANY
INSIDER TRADING POLICIES WITH RESPECT TO SUCH PERSON PURCHASING OR SELLING
"SHORT" OF ANY SECURITIES OF THE COMPANY OR ENGAGING IN A "DERIVATIVE
TRANSACTION" TO WHICH SUCH PERSON HAS A "SHORT" POSITION WITH RESPECT TO THE
COMPANY AND/OR COMMON STOCK.
(GG)
U.S. REAL PROPERTY HOLDING CORPORATION. THE COMPANY IS NOT, HAS
NEVER BEEN AND HAS NO PRESENT INTENTION OF BECOMING A U.S. REAL PROPERTY HOLDING
CORPORATION WITHIN THE MEANING OF SECTION 897 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED, AND THE COMPANY SHALL SO CERTIFY UPON THE BUYER'S REQUEST.
(HH)
NO ADDITIONAL AGREEMENTS.
THE COMPANY DOES NOT HAVE ANY
AGREEMENT OR UNDERSTANDING WITH THE BUYER WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS OTHER THAN AS SPECIFIED IN THE
TRANSACTION DOCUMENTS.
(II)
DISCLOSURE. THE COMPANY CONFIRMS THAT NEITHER IT NOR ANY
OTHER PERSON ACTING ON ITS BEHALF HAS PROVIDED THE BUYER OR ITS AGENTS OR
COUNSEL WITH ANY INFORMATION THAT CONSTITUTES OR COULD REASONABLY BE EXPECTED TO
CONSTITUTE MATERIAL, NONPUBLIC INFORMATION. THE COMPANY UNDERSTANDS AND CONFIRMS
THAT THE BUYER WILL RELY ON THE FOREGOING REPRESENTATIONS IN EFFECTING
TRANSACTIONS IN SECURITIES OF THE COMPANY.
TO THE KNOWLEDGE OF THE COMPANY, NO
EVENT OR CIRCUMSTANCE HAS OCCURRED OR INFORMATION EXISTS WITH RESPECT TO THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR ITS OR THEIR BUSINESS, PROPERTIES,
PROSPECTS, OPERATIONS OR FINANCIAL CONDITIONS, WHICH, UNDER APPLICABLE LAW, RULE
OR REGULATION, REQUIRES PUBLIC DISCLOSURE OR ANNOUNCEMENT BY THE COMPANY BUT
WHICH HAS NOT BEEN SO PUBLICLY