INFORMATION (OTHER THAN MATERIAL NON-PUBLIC
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
PURCHASER OR ITS REPRESENTATIVES OR COUNSEL SHALL MODIFY, AMEND OR AFFECT SUCH
PURCHASER'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.
(G)
RESIDENCY.
SUCH PURCHASER HAS, IF AN ENTITY, ITS PRINCIPAL PLACE
OF BUSINESS OR, IF AN INDIVIDUAL, ITS PRIMARY RESIDENCE IN THE JURISDICTION SET
FORTH IMMEDIATELY BELOW SUCH PURCHASER'S NAME ON THE SIGNATURE PAGES HERETO.
14
(H)
CERTAIN TRADING ACTIVITIES.
OTHER THAN WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREIN, SINCE THE EARLIER TO OCCUR OF (1) THE TIME
THAT SUCH PURCHASER WAS FIRST CONTACTED BY THE COMPANY, THE PLACEMENT AGENT OR
ANY OTHER PERSON REGARDING THIS INVESTMENT IN THE COMPANY AND (2) THE TENTH
(10TH) DAY PRIOR TO THE DATE OF THIS AGREEMENT, NEITHER THE PURCHASER NOR ANY
AFFILIATE OF SUCH PURCHASER WHICH (X) HAD KNOWLEDGE OF THE TRANSACTIONS
CONTEMPLATED HEREBY, (Y) HAS OR SHARES DISCRETION RELATING TO SUCH PURCHASER'S
INVESTMENTS OR TRADING OR INFORMATION CONCERNING SUCH PURCHASER'S INVESTMENTS,
INCLUDING IN RESPECT OF THE SHARES, AND (Z) IS SUBJECT TO SUCH PURCHASER'S
REVIEW OR INPUT CONCERNING SUCH AFFILIATE'S INVESTMENTS OR TRADING
(COLLECTIVELY, "TRADING AFFILIATES") HAS DIRECTLY OR INDIRECTLY, NOR HAS ANY
PERSON ACTING ON BEHALF OF OR PURSUANT TO ANY UNDERSTANDING WITH SUCH PURCHASER
OR TRADING AFFILIATE, EFFECTED OR AGREED TO EFFECT ANY TRANSACTIONS IN THE
SECURITIES OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY SHORT SALES
INVOLVING THE COMPANY'S SECURITIES).
NOTWITHSTANDING THE FOREGOING, NO
PURCHASER MAKES ANY REPRESENTATION, WARRANTY OR COVENANT HEREBY THAT IT WILL NOT
ENGAGE IN SHORT SALES IN THE SECURITIES OF THE COMPANY AFTER THE TIME THAT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT ARE FIRST PUBLICLY ANNOUNCED AS
DESCRIBED IN SECTION 4.3.
(I)
BROKERS AND FINDERS.
NO PERSON WILL HAVE, AS A RESULT OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, ANY VALID RIGHT, INTEREST OR CLAIM
AGAINST OR UPON THE COMPANY, OR ANY PURCHASER FOR ANY COMMISSION, FEE OR OTHER
COMPENSATION PURSUANT TO ANY AGREEMENT, ARRANGEMENT OR UNDERSTANDING ENTERED
INTO BY OR ON BEHALF OF THE PURCHASER.
(J)
INDEPENDENT INVESTMENT DECISION.
SUCH PURCHASER HAS
INDEPENDENTLY EVALUATED THE MERITS OF ITS DECISION TO PURCHASE SHARES PURSUANT
TO THE TRANSACTION DOCUMENTS, AND SUCH PURCHASER CONFIRMS THAT IT HAS NOT RELIED
ON THE ADVICE OF ANY OTHER PURCHASER'S BUSINESS AND/OR LEGAL COUNSEL IN MAKING
SUCH DECISION.
SUCH PURCHASER UNDERSTANDS THAT NOTHING IN THIS AGREEMENT OR ANY
OTHER MATERIALS PRESENTED BY OR ON BEHALF OF THE COMPANY TO THE PURCHASER IN
CONNECTION WITH THE PURCHASE OF THE SHARES CONSTITUTES LEGAL, TAX