PROSPECTIVE INVESTOR NAME AND MEMORANDUM
IDENTIFICATION COPY NUMBER APPEAR IN THE APPROPRIATE SPACES PROVIDED FOR ON THE
COVER OF THIS MEMORANDUM AND SUCH PROSPECTIVE INVESTOR RESIDES IN A JURISDICTION
IN WHICH SUCH AN OFFER IS LEGAL, AND AN OFFER IS MADE ONLY TO THE PROSPECTIVE
INVESTOR NAMED.
PROSPECTIVE INVESTORS MUST NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM OR
ANY PRIOR OR SUBSEQUENT COMMUNICATION FROM THE COMPANY, OR ITS RESPECTIVE
OFFICERS, AGENTS OR AFFILIATES, OR ANY PERSON ASSOCIATED WITH THIS OFFERING AS
LEGAL, FINANCIAL, TAX, OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT HIS
OWN PERSONAL LEGAL COUNSEL, BUSINESS AND/OR TAX ADVISER AS TO LEGAL, TAX,
FINANCIAL, AND RELATED MATTERS CONCERNING THE INVESTMENT DESCRIBED HEREIN AND
ITS SUITABILITY FOR SUCH PERSON. THE INFORMATION CONTAINED HEREIN HAS BEEN
OBTAINED FROM SOURCES DEEMED RELIABLE, BUT NO REPRESENTATION OR WARRANTY IS MADE
AS TO ITS ACCURACY OR COMPLETENESS.
THE DESCRIBED INVESTMENT INVOLVES SUBSTANTIAL RISKS INCLUDING:
(i) SIGNIFICANT RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES OFFERED
HEREBY; (ii) POSSIBLE RISK OF LOSS OF ENTIRE INVESTMENT; AND (iii) UNCERTAINTY
ABOUT COMMERCIAL ACCEPTANCE OF THE COMPANY'S PRODUCTS AND SERVICES.
THIS OFFERING IS SUBJECT TO WITHDRAWAL, CANCELLATION OR MODIFICATION BY THE
COMPANY WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION,
TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR ANY REASON (OR FOR NO REASON)
AND TO ALLOT TO ANY SUBSCRIBER LESS THAN THE AMOUNT OF NOTES SUBSCRIBED FOR.
OFFICERS AND DIRECTORS OF THE COMPANY AND THEIR AFFILIATES MAY PURCHASE
SENIOR SECURED NOTES PURSUANT TO THIS OFFERING.
THE OFFERING PRICE OF THE SENIOR SECURED NOTES HAS BEEN DETERMINED BY THE
COMPANY AND DOES NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS, BOOK VALUE
OR POTENTIAL EARNINGS OF THE COMPANY.
THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR A SOLICITATION TO ANYONE IN
ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT
AUTHORIZED. ACCEPTANCE OF A PROSPECTIVE INVESTOR'S SUBSCRIPTION FOR NOTES SHALL
BE MADE ONLY AFTER THE COMPANY DETERMINES THAT A PROSPECTIVE INVESTOR SATISFIES
THE REQUIREMENTS FOR AN EXEMPTION FROM REGISTRATION AND INVESTOR SUITABILITY
STANDARDS.
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AN INVESTOR'S EXECUTION OF A SUBSCRIPTION AGREEMENT CONSTITUTES AN
UNCONDITIONAL OBLIGATION TO PURCHASE THE SUBJECT SECURITIES. THE COMPANY
RESERVES THE RIGHT TO REJECT ANY SUBSCRIPTION FOR ANY REASON. NO SALE WILL BE
DEEMED TO HAVE OCCURRED UNTIL THE COMPANY HAS ACCEPTED AN INVESTOR'S
SUBSCRIPTION. PAYMENTS FOR UNACCEPTED SUBSCRIPTIONS WILL BE PROMPTLY REFUNDED
WITHOUT INTEREST OR DEDUCTION.
EACH INVESTOR UNDERSTANDS OR HAS BEEN ADVISED OF THE RISK FACTORS
ASSOCIATED WITH THIS INVESTMENT. EACH INVESTOR WILL BE REQUIRED TO WARRANT AND
REPRESENT TO THE COMPANY, IN WRITING IN THE SUBSCRIPTION DOCUMENTS, THAT SUCH
INVESTOR IS PURCHASING THE NOTES FOR INVESTMENT AND NOT WITH A VIEW TOWARD
RESALE.
THIS MEMORANDUM SHOULD BE TREATED AS CONFIDENTIAL. ANY REPRODUCTION OR
DISTRIBUTION OF THIS MEMORANDUM, IN WHOLE OR IN PART, OR THE DISSEMINATION OF
ANY OF ITS CONTENTS WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR THE
PLACEMENT AGENT IS PROHIBITED.
THE COMPANY HAS AGREED TO MAKE AVAILABLE PRIOR