INFORMATION OR TO MAKE REPRESENTATIONS
IN CONNECTION WITH THE OPPORTUNITY TO INVEST IN THE EQUITY SECURITIES OTHER THAN
THE INFORMATION CONTAINED HEREIN (TOGETHER WITH THE OTHER INFORMATION PREVIOUSLY
PROVIDED OR MADE AVAILABLE TO YOU AND OTHER SPECIFICALLY IDENTIFIED INFORMATION
THAT MAY BE PROVIDED OR MADE AVAILABLE TO YOU).
ANY ADDITIONAL INFORMATION GIVEN BY PARENT, CCU OR THEIR SUBSIDIARIES AND ANY
ADDITIONAL REPRESENTATIONS MADE BY PARENT, CCU OR THEIR SUBSIDIARIES IN
CONNECTION WITH THE OPPORTUNITY TO INVEST IN THE EQUITY SECURITIES, ARE
QUALIFIED IN THEIR ENTIRETY BY THE INFORMATION SET FORTH HEREIN.
THE SALE OF THE EQUITY SECURITIES IS SUBJECT TO THE PROVISIONS OF, AND IF YOU
PURCHASE THE EQUITY SECURITIES YOU WILL BE REQUIRED TO EXECUTE, THE APPLICABLE
INVESTMENT AGREEMENTS. ANY INVESTMENT IN THE EQUITY SECURITIES SHOULD BE MADE
ONLY AFTER A COMPLETE AND THOROUGH REVIEW OF THE PROVISIONS OF THE APPLICABLE
INVESTMENT AGREEMENTS. IN THE EVENT THAT ANY OF THE TERMS, CONDITIONS OR OTHER
PROVISIONS OF THE APPLICABLE INVESTMENT AGREEMENTS IS INCONSISTENT WITH OR
CONTRARY TO THE DESCRIPTION OR TERMS HEREIN, THE APPLICABLE INVESTMENT
AGREEMENTS WILL CONTROL. THE SUMMARIES OF THE INVESTMENT AGREEMENTS THAT ARE
INCLUDED HEREIN ARE BASED ON THE PRESENT TERMS OF SUCH AGREEMENTS OR THE TERMS
OF SUCH AGREEMENTS THAT PARENT AND CCU EXPECT TO BE IN EXISTENCE AS OF THE
CONSUMMATION OF THE INVESTMENT. PARENT AND CCU UNDERTAKE NO OBLIGATION, AND
EXPRESSLY DISCLAIM ANY SUCH OBLIGATION, TO UPDATE THE DESCRIPTIONS OF ANY SUCH
AGREEMENT CONTAINED HEREIN AFTER THE DATE HEREOF. IN ADDITION, CERTAIN
MODIFICATIONS MAY BE MADE TO THE AGREEMENTS FOR DIFFERENT INVESTORS IN LIGHT OF
LOCAL LAWS AND REGULATIONS.
INFORMATION PROVIDED HEREIN MAY BE SUPPLEMENTED FROM TIME TO TIME FOLLOWING
DELIVERY TO PROVIDE YOU WITH ADDITIONAL INFORMATION IN CONNECTION WITH YOUR
INVESTMENT IN THE EQUITY SECURITIES. ANY SUCH SUPPLEMENT WILL AMEND AND
SUPERSEDE THE INFORMATION SET OUT HEREIN.
19
IN COMPLIANCE WITH INTERNAL REVENUE SERVICE CIRCULAR 230, PARENT AND CCU
NOTIFIES YOU THAT THE DISCUSSION OF TAX MATTERS SET FORTH IN THIS MEMORANDUM WAS
WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE MATTERS DESCRIBED
IN THIS MEMORANDUM AND WAS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE
USED BY ANY PERSON, FOR THE PURPOSES OF AVOIDING TAX-RELATED PENALTIES UNDER
FEDERAL, STATE OR LOCAL TAX LAW. YOU SHOULD SEEK LEGAL, ACCOUNTING AND TAX
ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM INDEPENDENT ADVISORS.
PARENT AND CCU HAVE PROVIDED THIS MEMORANDUM CONFIDENTIALLY TO YOU SO THAT YOU
MAY CONSIDER EQUITY PARTICIPATION IN THE SECURITIES DESCRIBED HEREIN. PARENT
HAVE NOT AUTHORIZED THE USE OF THIS MEMORANDUM FOR ANY OTHER PURPOSE. THIS
MEMORANDUM MAY NOT BE COPIED OR REPRODUCED IN WHOLE OR IN PART. YOU MAY NOT
DISTRIBUTE THIS MEMORANDUM OR DISCLOSE ITS CONTENTS, EXCEPT AS NECESSARY TO
DISCUSS YOUR PARTICIPATION WITH YOUR LEGAL OR FINANCIAL ADVISORS. BY ACCEPTING
DELIVERY OF THIS MEMORANDUM, YOU AGREE TO THESE RESTRICTIONS.
NOTICES TO ALL NON-U.S. RESIDENTS:
IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE FULL OBSERVANCE OF THE
LAWS OF ANY RELEVANT TERRITORY OR JURISDICTION