TO CORRECTLY COMPLETE THIS SUBSCRIPTION
AGREEMENT;
(I)
THE SUBSCRIBER HAS BEEN ADVISED TO CONSULT THE
SUBSCRIBER'S OWN LEGAL, TAX AND OTHER ADVISORS WITH RESPECT TO THE MERITS AND
RISKS OF AN INVESTMENT IN THE SECURITIES AND WITH RESPECT TO APPLICABLE RESALE
RESTRICTIONS, AND IT IS SOLELY RESPONSIBLE (AND THE COMPANY IS NOT IN ANY WAY
RESPONSIBLE) FOR COMPLIANCE WITH:
(I)
ANY APPLICABLE LAWS OF THE JURISDICTION IN WHICH THE
SUBSCRIBER IS RESIDENT IN CONNECTION WITH THE DISTRIBUTION OF THE SECURITIES
HEREUNDER, AND
(II)
APPLICABLE RESALE RESTRICTIONS;
(J)
NONE OF THE SECURITIES ARE LISTED ON ANY STOCK EXCHANGE OR
AUTOMATED DEALER QUOTATION SYSTEM AND NO REPRESENTATION HAS BEEN MADE TO THE
SUBSCRIBER THAT ANY OF THE SECURITIES WILL BECOME LISTED ON ANY STOCK EXCHANGE
OR AUTOMATED DEALER QUOTATION SYSTEM, EXCEPT THAT CURRENTLY CERTAIN MARKET
MAKERS MAKE MARKET IN THE SHARES OF THE COMPANY ON THE OTC BULLETIN BOARD
OPERATED BY THE FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA");
(K)
NONE OF THE SECURITIES MAY BE OFFERED OR SOLD BY THE
SUBSCRIBER TO A U.S. PERSON (AS DEFINED IN SECTION 6.2, BELOW, OR FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON (OTHER THAN A DISTRIBUTOR) PRIOR TO THE END
OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED HEREIN);
(L)
THE SUBSCRIBER IS NOT ACQUIRING THE NOTE AS A RESULT OF,
AND WILL NOT ITSELF ENGAGE IN, ANY "DIRECTED SELLING EFFORTS" (AS THAT TERM IS
DEFINED IN REGULATION S UNDER THE 1933 ACT) IN THE UNITED STATES IN RESPECT OF
THE SECURITIES WHICH WOULD INCLUDE ANY ACTIVITIES UNDERTAKEN FOR THE PURPOSE OF,
OR THAT COULD REASONABLY BE EXPECTED TO HAVE THE EFFECT OF, CONDITIONING THE
MARKET IN THE UNITED STATES FOR THE RESALE OF ANY OF THE SECURITIES; PROVIDED,
HOWEVER, THAT THE SUBSCRIBER MAY SELL OR OTHERWISE DISPOSE OF THE SECURITIES
PURSUANT TO REGISTRATION THEREOF UNDER THE 1933 ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR UNDER AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS;
(M)
THE COMPANY WILL REFUSE TO REGISTER ANY TRANSFER OF THE
SECURITIES NOT MADE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS;
(N)
NEITHER THE SEC NOR ANY OTHER SECURITIES COMMISSION OR
SIMILAR REGULATORY AUTHORITY HAS REVIEWED OR PASSED ON THE MERITS OF THE
SECURITIES;
(O)
NO DOCUMENTS IN CONNECTION WITH THE SALE OF THE NOTE
HEREUNDER HAVE BEEN REVIEWED BY THE SEC OR ANY STATE SECURITIES ADMINISTRATORS;
(P)
THERE IS NO GOVERNMENT OR OTHER INSURANCE COVERING ANY OF
THE SECURITIES;
(Q)
THE ISSUANCE AND SALE OF THE SECURITIES TO THE SUBSCRIBER
WILL NOT BE COMPLETED IF IT WOULD BE UNLAWFUL OR IF, IN THE DISCRETION OF THE
COMPANY ACTING REASONABLY, IT IS NOT IN THE BEST INTERESTS OF THE COMPANY;
(R)
THE SUBSCRIBER IS PURCHASING THE SECURITIES PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION AND THE PROSPECTUS REQUIREMENTS OF APPLICABLE
SECURITIES LEGISLATION ON THE BASIS