ERISA Considerations
U.S. employee benefit plans and other plans subject to ERISA or certain similar laws should not purchase any shares of the Company. These plans include any employee benefit plan or other plan that is subject to part 4 of subtitle B of Title I of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), or a person or entity whose assets include the assets of any such "employee benefit plan" or "plan" by reason of 29 C.F.R. 2510.3-101 or otherwise, including, without limitation, as applicable, an insurance company general account (each, a "Benefit Plan Investor").
Every purchaser of the Company's shares will be deemed to represent and warrant that it is not a Benefit Plan Investor (and that it is not purchasing the shares with the assets of or on behalf of any Benefit Plan Investor) or a plan, an individual retirement account or other arrangement that is subject to the prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code or to other laws or regulations that are substantially similar to such provisions.