ACT TO BE SATISFIED, IF APPLICABLE. THE INVESTOR ACKNOWLEDGES THAT
THERE MAY OCCASIONALLY BE TIMES WHEN THE COMPANY, BASED ON THE ADVICE OF ITS
COUNSEL, DETERMINES THAT, SUBJECT TO THE LIMITATIONS OF SECTION 5.3, IT MUST
SUSPEND THE USE OF THE PROSPECTUS FORMING A PART OF THE REGISTRATION STATEMENT
UNTIL SUCH TIME AS AN AMENDMENT TO THE REGISTRATION STATEMENT HAS BEEN FILED BY
THE COMPANY AND DECLARED EFFECTIVE BY THE SEC OR UNTIL THE COMPANY HAS AMENDED
OR SUPPLEMENTED SUCH PROSPECTUS.
3.6.
REGISTRATION QUESTIONNAIRE. THE INVESTOR HAS COMPLETED OR CAUSED
TO BE COMPLETED THE REGISTRATION QUESTIONNAIRE ATTACHED HERETO AS EXHIBIT C (OR
HAS OTHERWISE PROVIDED IN A WRITTEN FORM THE INFORMATION REQUESTED IN SUCH
REGISTRATION QUESTIONNAIRE) AND THE SIGNATURE PAGE HERETO, EACH FOR USE IN
PREPARATION OF THE REGISTRATION STATEMENT, AND THE INFORMATION CONTAINED IN SUCH
COMPLETED REGISTRATION QUESTIONNAIRE (OR SUCH OTHER FORM PROVIDED BY THE
INVESTOR) AND ON SUCH SIGNATURE PAGE ARE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF THE DATE OF THIS AGREEMENT AND WILL BE TRUE AND CORRECT AS OF THE
EFFECTIVE DATE OF THE REGISTRATION STATEMENT; PROVIDED THAT THE INVESTOR SHALL
BE ENTITLED TO UPDATE SUCH INFORMATION BY PROVIDING WRITTEN NOTICE THEREOF TO
THE COMPANY PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
3.7.
NO ADVICE. THE INVESTOR UNDERSTANDS THAT NOTHING IN THIS AGREEMENT
OR ANY OTHER MATERIALS PRESENTED TO THE INVESTOR IN CONNECTION WITH THE PURCHASE
AND SALE OF THE SHARES CONSTITUTES LEGAL, TAX OR INVESTMENT ADVICE. THE INVESTOR
HAS CONSULTED SUCH LEGAL, TAX AND INVESTMENT ADVISORS AS IT, IN ITS SOLE
DISCRETION, HAS DEEMED NECESSARY OR APPROPRIATE IN CONNECTION WITH ITS PURCHASE
OF THE SHARES.
3.8.
NASD COMPLIANCE. THE INVESTOR ACKNOWLEDGES THAT IF IT IS A
REGISTERED REPRESENTATIVE (AS DEFINED BY THE NASD) OF A NATIONAL ASSOCIATION OF
SECURITIES DEALERS ("NASD") MEMBER FIRM, THE INVESTOR MUST GIVE SUCH FIRM THE
NOTICE REQUIRED BY THE NASD'S RULES OF FAIR PRACTICE, RECEIPT OF WHICH MUST BE
ACKNOWLEDGED BY SUCH FIRM ON THE SIGNATURE PAGE HEREOF.
3.9.
PLACEMENT AGENT FEES. THE INVESTOR ACKNOWLEDGES THAT (I) THE
COMPANY HAS ENGAGED AND AUTHORIZED JEFFERIES & COMPANY, INC. AND UBS SECURITIES
LLC (JEFFERIES & CO. INC. AND UBS SECURITIES LLC COLLECTIVELY REFERRED TO HEREIN
AS THE "PLACEMENT AGENTS") IN CONNECTION WITH THE OFFERING AND THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, (II) THE COMPANY SHALL PAY THE PLACEMENT AGENTS
A COMMISSION AND REIMBURSE THE PLACEMENT AGENTS' EXPENSES AND THE COMPANY SHALL
INDEMNIFY AND HOLD HARMLESS THE INVESTOR FROM AND AGAINST ALL FEES, COMMISSIONS
OR OTHER PAYMENTS OWING BY THE COMPANY TO THE PLACEMENT AGENTS OR ANY OTHER
PERSON OR FIRM ACTING ON BEHALF OF THE COMPANY HEREUNDER AND (III) REGISTERED
REPRESENTATIVES OF THE PLACEMENT AGENTS AND/OR THEIR DESIGNEES (INCLUDING,
WITHOUT LIMITATION, REGISTERED REPRESENTATIVES OF THE PLACEMENT AGENTS AND/OR
THEIR DESIGNEES WHO MAY PARTICIPATE IN THE OFFERING AND SALE OF THE SECURITIES
SOLD IN THE OFFERING) MAY BE PAID A PORTION OF THE COMMISSIONS PAID TO THE
PLACEMENT AGENTS.
3.10.
TREATMENT OF NON-PUBLIC INFORMATION. THE INVESTOR AGREES TO HOLD