SECURITIES OFFERED HEREBY. NO PERSON HAS BEEN AUTHORIZED TO MAKE
ANY REPRESENTATION OR TO GIVE ANY INFORMATION WITH RESPECT TO THE COMPANY OR THE
SECURITIES OFFERED HEREBY, EXCEPT THE INFORMATION CONTAINED HEREIN (AS AMENDED
OR SUPPLEMENTED FROM TIME TO TIME) OR IN THE EXHIBITS HERETO AND, IF MADE OR
GIVEN, SUCH REPRESENTATION OR INFORMATION MUST NOT BE RELIED UPON. IN MAKING THE
DECISION WHETHER TO INVEST, PROSPECTIVE INVESTORS SHOULD RELY ONLY ON
INFORMATION CONTAINED IN THE INFORMATION DOCUMENTS OR IN THE EXHIBITS HERETO.
NEITHER THE DELIVERY OF THE INFORMATION DOCUMENTS AT ANY TIME NOR ANY SALE MADE
PURSUANT HERETO IMPLIES THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE SET FORTH ON THE COVER PAGE HEREOF. THIS
INVESTMENT INVOLVES A HIGH DEGREE OF RISK. CONSEQUENTLY, ONLY PERSONS WHO CAN
AFFORD A TOTAL LOSS OF THEIR INVESTMENT SHOULD CONSIDER THE PURCHASE OF THE
NOTES. SUBSCRIBERS WILL BE REQUIRED TO REPRESENT, AMONG OTHER THINGS, THAT THEY:
(A) ARE FULLY FAMILIAR WITH, UNDERSTAND AND CAN BEAR SUCH RISKS; (B) UNDERSTAND
ALL OF THE TERMS OF THIS OFFERING; AND; (C) MEET CERTAIN MINIMUM INVESTMENT AND
FINANCIAL SOPHISTICATION CRITERIA. THE INFORMATION DOCUMENTS DO NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY PERSON WHO HAS NOT
COMPLETED AND RETURNED A SUBSCRIPTION AGREEMENT AND A QUALIFIED PURCHASER
QUESTIONNAIRE, OR TO ANY PERSON WHOSE PURCHASER REPRESENTATIVE, IF ANY, HAS NOT
COMPLETED AND RETURNED A QUALIFIED PURCHASER REPRESENTATIVE QUESTIONNAIRE, IN
FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY AND THE PLACEMENT AGENT. THE
COMPANY IS MAKING THIS OFFERING ONLY TO "ACCREDITED INVESTORS" AS DEFINED UNDER
REGULATION D UNDER THE SECURITIES ACT AND MAY, IN ITS SOLE AND ABSOLUTE
DISCRETION, REFUSE TO ACCEPT ANY SUBSCRIPTION. THE PRICE OF THE NOTES AND
CONVERSION TERMS THEREOF HAVE BEEN ARBITRARILY DETERMINED BY THE COMPANY AND
SHOULD NOT BE CONSTRUED AS AN INDICATION OF THE ACTUAL VALUE OF AN EQUITY
INTEREST IN THE COMPANY. THE COMPANY RESERVES THE RIGHT TO WITHDRAW OR AMEND THE
TERMS OF THIS OFFERING AT ANY TIME IN ITS SOLE AND ABSOLUTE DISCRETION, AND TO
REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART. THE INFORMATION DOCUMENTS DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY IN ANY
JURISDICTION IN WHICH SUCH SALE OR OFFER OR SOLICITATION WOULD BE PROHIBITED BY
LAW. THE COMPANY HEREBY EXTENDS TO EACH PROSPECTIVE INVESTOR THE OPPORTUNITY TO
ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, ITS OFFICERS CONCERNING THE
INFORMATION DOCUMENTS AND TO OBTAIN ANY ADDITIONAL INFORMATION SHE/HE MAY
CONSIDER NECESSARY IN MAKING AN INFORMED INVESTMENT DECISION TO THE EXTENT THAT
THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE
EFFORT OR EXPENSE. ACCESS TO SUCH INFORMATION MAY BE OBTAINED BY DIRECTING
REQUESTS TO THE PLACEMENT AGENT AT DIVINE CAPITAL MARKETS LLC, 39 BROADWAY, 36TH
FLOOR., NEW YORK, NEW YORK 10006, ATTENTION: DANIELLE HUGHES. THE INFORMATION
DOCUMENTS CONTAIN SUMMARIES OF THE TERMS OF CERTAIN DOCUMENTS, BUT REFERENCE IS
HEREBY MADE TO THE ACTUAL DOCUMENTS WHICH