THE AVAILABILITY OF THE REGULATION S "SAFE
HARBOR" THAT THE PURCHASE SHARES NOT BE OFFERED OR SOLD IN THE UNITED STATES OR
TO A U.S. PERSON UNTIL THE EXPIRATION OF A ONE-YEAR "DISTRIBUTION COMPLIANCE
PERIOD" (OR A SIX-MONTH "DISTRIBUTION COMPLIANCE PERIOD," IF THE ISSUER IS A
"REPORTING ISSUER," AS DEFINED IN REGULATION S) FOLLOWING THE DATE OF THE
APPLICABLE CLOSING; AND
(IV)
NOTWITHSTANDING THE FOREGOING, PRIOR TO THE EXPIRATION OF THE
ONE-YEAR "DISTRIBUTION COMPLIANCE PERIOD" AFTER THE APPLICABLE CLOSING (THE
"RESTRICTED PERIOD"), THE PURCHASE SHARES MAY BE OFFERED AND SOLD BY THE HOLDER
THEREOF ONLY IF SUCH OFFER AND SALE IS MADE IN COMPLIANCE WITH THE TERMS OF THIS
AGREEMENT AND EITHER: (A) IF THE OFFER OR SALE IS WITHIN THE UNITED STATES OR TO
OR FOR THE ACCOUNT OF A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S),
THE SECURITIES ARE OFFERED AND SOLD PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; OR (B) THE
OFFER AND SALE IS OUTSIDE THE UNITED STATES AND TO OTHER THAN A U.S. PERSON.
(C)
AS USED HEREIN, THE TERM "UNITED STATES" MEANS THE UNITED STATES
OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES, AND
THE DISTRICT OF COLUMBIA, AND THE TERM "U.S. PERSON" (AS DEFINED IN
REGULATION S) MEANS:
(I)
A NATURAL PERSON RESIDENT IN THE UNITED STATES;
(II)
ANY PARTNERSHIP OR CORPORATION ORGANIZED OR INCORPORATED UNDER
THE LAWS OF THE UNITED STATES;
(III)
ANY ESTATE OF WHICH ANY EXECUTOR OR ADMINISTRATOR IS A U.S.
PERSON;
(IV)
ANY TRUST OF WHICH ANY TRUSTEE IS A U.S. PERSON;
15
(V)
ANY AGENCY OR BRANCH OF A FOREIGN ENTITY LOCATED IN THE UNITED
STATES;
(VI)
ANY NONDISCRETIONARY ACCOUNT OR SIMILAR ACCOUNT (OTHER THAN AN
ESTATE OR TRUST) HELD BY A DEALER OR OTHER FIDUCIARY FOR THE BENEFIT OR ACCOUNT
OF A U.S. PERSON;
(VII)
ANY DISCRETIONARY ACCOUNT OR SIMILAR ACCOUNT (OTHER THAN AN ESTATE
OR TRUST) HELD BY A DEALER OR OTHER FIDUCIARY ORGANIZED, INCORPORATED AND (IF AN
INDIVIDUAL) RESIDENT IN THE UNITED STATES; AND
(VIII)
A CORPORATION OR PARTNERSHIP ORGANIZED UNDER THE LAWS OF ANY
FOREIGN JURISDICTION AND FORMED BY A U.S. PERSON PRINCIPALLY FOR THE PURPOSE OF
INVESTING IN SECURITIES NOT REGISTERED UNDER THE SECURITIES ACT, UNLESS IT IS
ORGANIZED OR INCORPORATED, AND OWNED, BY ACCREDITED INVESTORS (AS DEFINED IN
RULE 501(A) UNDER THE SECURITIES ACT) WHO ARE NOT NATURAL PERSONS, ESTATES OR
TRUSTS.
(D)
AS USED HEREIN, THE TERM "NON-U.S. PERSON" MEANS ANY PERSON WHO IS
NOT A U.S. PERSON OR IS DEEMED NOT TO BE A U.S. PERSON UNDER RULE 902(K)(2) OF
THE SECURITIES ACT.
(E)
SUCH NON-U.S. PERSON AGREES THAT WITH RESPECT TO THE PURCHASE
SHARES, UNTIL THE EXPIRATION OF THE RESTRICTED PERIOD:
(I)
SUCH NON-U.S. PERSON, ITS AGENTS OR ITS REPRESENTATIVES HAVE NOT
AND WILL NOT SOLICIT OFFERS TO BUY, OFFER FOR SALE OR SELL ANY OF THE PURCHASE
SHARES, OR