OWN LEGAL ADVISORS
WITH RESPECT TO TRADING IN THE PURCHASED SHARES, AND WITH RESPECT TO THE RESALE
RESTRICTIONS IMPOSED BY THE SECURITIES LAWS OF THE JURISDICTION IN WHICH
HOCHSCHILD RESIDES AND OTHER APPLICABLE SECURITIES LAWS, AND ACKNOWLEDGES THAT
NO REPRESENTATION HAS BEEN MADE RESPECTING THE APPLICABLE HOLD PERIODS IMPOSED
BY THE SECURITIES LAWS OR OTHER RESALE RESTRICTIONS APPLICABLE TO SUCH
SECURITIES THAT RESTRICT THE ABILITY OF HOCHSCHILD TO RESELL SUCH SECURITIES,
THAT HOCHSCHILD IS SOLELY RESPONSIBLE TO FIND OUT WHAT THESE RESTRICTIONS ARE
AND HOCHSCHILD IS SOLELY RESPONSIBLE (AND THE COMPANY IS NOT IN ANY WAY
RESPONSIBLE) FOR COMPLIANCE WITH APPLICABLE RESALE RESTRICTIONS AND HOCHSCHILD
IS AWARE THAT IT MAY NOT BE ABLE TO RESELL SUCH SECURITIES EXCEPT IN ACCORDANCE
WITH LIMITED EXEMPTIONS UNDER THE SECURITIES LAWS AND OTHER APPLICABLE
SECURITIES LAWS;
(M)
NO PERSON HAS MADE ANY WRITTEN OR ORAL REPRESENTATIONS:
(I)
THAT ANY PERSON WILL RESELL OR REPURCHASE THE PURCHASED SHARES;
(II)
THAT ANY PERSON WILL REFUND THE PURCHASE PRICE; OR
(III)
AS TO THE FUTURE PRICE OR VALUE OF THE PURCHASED SHARES;
(N)
THERE ARE RISKS ASSOCIATED WITH THE PURCHASE OF AND INVESTMENT IN
THE PURCHASED SHARES AND HOCHSCHILD HAS SUCH KNOWLEDGE AND EXPERIENCE THAT IT IS
CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE PURCHASED
SHARES AND FULLY UNDERSTANDS THE RESTRICTIONS ON RESALE OF THE PURCHASED SHARES
AND IS CAPABLE OF BEARING THE ECONOMIC RISK OF THE INVESTMENT;
(O)
THE FUNDS REPRESENTING THE PURCHASE PRICE THAT WILL BE PAID BY
HOCHSCHILD TO THE COMPANY HEREUNDER, WILL NOT REPRESENT PROCEEDS OF CRIME FOR
THE PURPOSES OF UNITED STATES ANTI-TERRORIST LEGISLATION AND HOCHSCHILD
ACKNOWLEDGES THAT THE COMPANY MAY IN THE FUTURE BE REQUIRED BY LAW TO DISCLOSE
HOCHSCHILD'S NAME AND OTHER INFORMATION RELATING TO THIS AGREEMENT AND
HOCHSCHILD'S SUBSCRIPTION HEREUNDER PURSUANT TO SUCH LEGISLATION.
TO THE BEST
OF ITS KNOWLEDGE (A) NONE OF THE PURCHASE PRICE TO BE PROVIDED BY HOCHSCHILD (I)
HAS BEEN OR WILL BE DERIVED FROM OR RELATED TO ANY ACTIVITY THAT IS DEEMED
CRIMINAL UNDER THE LAWS OF THE UNITED STATES OF AMERICA, OR ANY OTHER
JURISDICTION, OR (II) IS BEING TENDERED ON BEHALF OF A PERSON OR ENTITY WHO HAS
NOT BEEN IDENTIFIED TO HOCHSCHILD, AND (B) IT SHALL
18
PROMPTLY NOTIFY THE COMPANY IF HOCHSCHILD DISCOVERS THAT ANY OF SUCH
REPRESENTATIONS CEASES TO BE TRUE, AND TO PROVIDE THE COMPANY WITH APPROPRIATE
INFORMATION IN CONNECTION THEREWITH;
(P)
HOCHSCHILD ACKNOWLEDGES THAT NO SECURITIES COMMISSION, AGENCY,
GOVERNMENTAL AUTHORITY, REGULATORY BODY, STOCK EXCHANGE OR OTHER REGULATORY BODY
OR SIMILAR REGULATORY AUTHORITY HAS REVIEWED OR PASSED ON THE MERITS OF THE
PURCHASED SHARES;
(Q)
HOCHSCHILD ACKNOWLEDGES THAT THE PURCHASED SHARES MAY BE SUBJECT TO
STATUTORY RESALE RESTRICTIONS UNDER THE SECURITIES LAWS OF THE JURISDICTION IN
WHICH HOCHSCHILD RESIDES AND UNDER OTHER APPLICABLE SECURITIES LAWS, AND
HOCHSCHILD COVENANTS THAT IT WILL NOT RESELL THE SHARES EXCEPT IN COMPLIANCE
WITH SUCH LAWS AND HOCHSCHILD ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE (AND IN
NO WAY IS THE COMPANY RESPONSIBLE) FOR SUCH COMPLIANCE;
(R)
HOCHSCHILD