PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. EACH PURCHASER SEVERALLY
REPRESENTS AND AGREES THAT IT HAS OFFERED AND SOLD THE OFFERED SECURITIES, AND
WILL OFFER AND SELL THE OFFERED SECURITIES (I) AS PART OF ITS DISTRIBUTION AT
ANY TIME AND (II) OTHERWISE UNTIL 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF
THE OFFERING AND THE CLOSING DATE, ONLY IN ACCORDANCE WITH RULE 903 OR RULE
144A.
ACCORDINGLY, NEITHER SUCH PURCHASER NOR ITS AFFILIATES, NOR ANY PERSONS
ACTING ON ITS OR THEIR BEHALF, HAVE ENGAGED OR WILL ENGAGE IN ANY DIRECTED
SELLING EFFORTS WITH RESPECT TO THE OFFERED SECURITIES, AND SUCH PURCHASER, ITS
AFFILIATES AND ALL PERSONS ACTING ON ITS OR THEIR BEHALF HAVE COMPLIED AND WILL
COMPLY WITH THE OFFERING RESTRICTIONS REQUIREMENT OF REGULATION S. EACH
PURCHASER SEVERALLY AGREES THAT, AT OR PRIOR TO CONFIRMATION OF SALE OF THE
OFFERED SECURITIES, OTHER THAN A SALE PURSUANT TO RULE 144A, SUCH PURCHASER WILL
HAVE SENT TO EACH DISTRIBUTOR, DEALER OR PERSON RECEIVING A SELLING CONCESSION,
FEE OR OTHER REMUNERATION THAT PURCHASES THE OFFERED SECURITIES FROM IT DURING
THE RESTRICTED PERIOD A CONFIRMATION OR NOTICE TO SUBSTANTIALLY THE FOLLOWING
EFFECT:
"The Securities covered hereby have not been registered under the U.S.
Securities Act of 1933 (the "Securities Act") and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
(i) as part of their distribution at any time or (ii) otherwise until 40 days
after the later of the date of the commencement of the offering and the closing
date, except in either case in accordance with Regulation S (or Rule 144A if
available) under the Securities Act. Terms used above have the meanings given to
them by Regulation S."
Terms used in this subsection (b) have the meanings given to them by Regulation
S.
(C)
EACH PURCHASER SEVERALLY AGREES THAT IT AND EACH OF ITS AFFILIATES HAS NOT
ENTERED AND WILL NOT ENTER INTO ANY CONTRACTUAL ARRANGEMENT WITH RESPECT TO THE
DISTRIBUTION OF THE OFFERED
7
SECURITIES EXCEPT FOR ANY SUCH ARRANGEMENTS WITH THE OTHER PURCHASERS OR
AFFILIATES OF THE OTHER PURCHASERS, WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
(D)
EACH PURCHASER SEVERALLY AGREES THAT IT AND EACH OF ITS AFFILIATES WILL NOT
OFFER OR SELL THE OFFERED SECURITIES IN THE UNITED STATES BY MEANS OF ANY FORM
OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE MEANING OF RULE 502(C)
UNDER THE SECURITIES ACT, INCLUDING, BUT NOT LIMITED TO (I) ANY ADVERTISEMENT,
ARTICLE, NOTICE OR OTHER COMMUNICATION PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR
SIMILAR MEDIA OR BROADCAST OVER TELEVISION OR RADIO, OR (II) ANY SEMINAR OR
MEETING WHOSE ATTENDEES HAVE BEEN INVITED BY ANY GENERAL SOLICITATION OR GENERAL
ADVERTISING. EACH PURCHASER SEVERALLY AGREES, WITH RESPECT TO RESALES MADE IN
RELIANCE ON RULE 144A OF ANY OF THE OFFERED SECURITIES, TO DELIVER EITHER WITH
THE CONFIRMATION OF SUCH RESALE OR OTHERWISE PRIOR TO SETTLEMENT OF SUCH RESALE
A NOTICE TO THE EFFECT THAT