TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT SHALL BE DEEMED TO HAVE OCCURRED (THE "CLOSING") ON THE DATE (THE
"CLOSING DATE") THAT THE COMPANY RECEIVES THE SUBSCRIPTION PROCEEDS IN FULL.
THERE MAY BE MULTIPLE CLOSINGS
5.
ACKNOWLEDGEMENTS OF SUBSCRIBER
5.1
THE SUBSCRIBER ACKNOWLEDGES AND
AGREES THAT:
(A)
NEITHER THE NOTE NOR THE SHARES OF COMMON STOCK ("SHARES")
THAT MAY BE ISSUED UPON A CONVERSION OF THE NOTE (THE NOTE AND THE SHARES MAY BE
HEREINAFTER REFERRED TO COLLECTIVELY AS THE "SECURITIES") HAVE BEEN OR WILL BE
REGISTERED UNDER THE 1933 ACT, OR UNDER ANY STATE SECURITIES OR "BLUE SKY" LAWS
OF ANY STATE OF THE UNITED STATES, AND, UNLESS SO REGISTERED, NONE OF THEM MAY
BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO A U.S.
PERSON, AS THAT TERM IS DEFINED IN REGULATION S UNDER THE 1933 ACT ("REGULATION
S"), EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
1933 ACT AND IN EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS;
(B)
THE COMPANY HAS NOT UNDERTAKEN TO, AND WILL HAVE NO
OBLIGATION TO, REGISTER THE SECURITIES, OR ANY OF THEM, UNDER THE 1933 ACT;
(C)
IT HAS RECEIVED AND CAREFULLY READ THIS SUBSCRIPTION
AGREEMENT;
(D)
THE DECISION TO EXECUTE THIS SUBSCRIPTION AGREEMENT AND
ACQUIRE THE NOTE HEREUNDER HAS NOT BEEN BASED UPON ANY ORAL OR WRITTEN
REPRESENTATION AS TO FACT OR OTHERWISE MADE BY OR ON BEHALF OF THE COMPANY, AND
SUCH DECISION IS BASED ENTIRELY UPON A REVIEW OF INFORMATION (THE ADEQUACY OF
WHICH IS HEREBY ACKNOWLEDGED) ABOUT THE COMPANY THAT IS AVAILABLE TO ANY MEMBER
OF THE PUBLIC ON THE EDGAR DATABASE MAINTAINED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") AT ;
(E)
THERE ARE RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY
INCLUDING, BY WAY OF EXAMPLE AND NOT IN LIMITATION, THE SPECIFIC RISKS
IDENTIFIED IN THE COMPANY'S MOST RECENT PERIODIC REPORTS FILED WITH THE SEC AND
AVAILABLE FOR VIEWING AT THE SEC'S WEBSITE AT ;
(F)
IT AND ITS ADVISOR(S) HAVE HAD A REASONABLE OPPORTUNITY TO
ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY IN CONNECTION WITH THE
SALE OF THE NOTE HEREUNDER, AND TO OBTAIN ADDITIONAL INFORMATION, TO THE EXTENT
POSSESSED OR OBTAINABLE BY THE COMPANY WITHOUT UNREASONABLE EFFORT OR EXPENSE;
(G)
ALL INFORMATION WHICH THE SUBSCRIBER HAS PROVIDED TO THE
COMPANY IS CORRECT AND COMPLETE AS OF THE DATE THE SUBSCRIPTION AGREEMENT IS
SIGNED, AND IF THERE SHOULD BE ANY CHANGE IN SUCH INFORMATION PRIOR TO THIS
SUBSCRIPTION AGREEMENT BEING EXECUTED BY THE COMPANY, THE SUBSCRIBER WILL
IMMEDIATELY PROVIDE THE COMPANY WITH SUCH INFORMATION;
(H)
THE COMPANY IS ENTITLED TO RELY ON THE REPRESENTATIONS AND
WARRANTIES OF THE SUBSCRIBER CONTAINED IN THIS SUBSCRIPTION AGREEMENT AND THE
SUBSCRIBER WILL HOLD THE COMPANY HARMLESS FROM ANY LOSS OR DAMAGE IT MAY SUFFER
AS A RESULT OF THE SUBSCRIBER'S FAILURE