THE SUBSCRIBER WILL HAVE THE RIGHT TO WITHDRAW THIS
SUBSCRIPTION AND TO TERMINATE ITS OBLIGATIONS HEREUNDER.
2.4
THE CORPORATION SHALL HAVE THE RIGHT TO
REJECT THIS SUBSCRIPTION AGREEMENT IF IT BELIEVES FOR ANY REASON THAT THE
SUBSCRIBER IS NOT AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 OF
REGULATION D PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION AS PRESENTLY
IN EFFECT, OR FOR ANY OTHER REASON IN ITS SOLE AND ABSOLUTE DISCRETION.
ACCEPTANCE IS EVIDENCED ONLY BY EXECUTION OF THIS SUBSCRIPTION AGREEMENT BY THE
CORPORATION IN THE SPACE PROVIDED AT THE END OF THIS SUBSCRIPTION AGREEMENT.
3.
REPRESENTATIONS, WARRANTIES AND
ACKNOWLEDGEMENTS OF THE SUBSCRIBER.
3.1
THE SUBSCRIBER REPRESENTS AND WARRANTS, AS
AT THE DATE OF THIS AGREEMENT AND AT THE CLOSING, THAT:
(A)
THE SUBSCRIBER IS PURCHASING THE UNITS FOR
SUBSCRIBER'S OWN ACCOUNT, FOR LONG-TERM INVESTMENT, AND NOT WITH A VIEW TO, OR
FOR SALE IN CONNECTION WITH, THE DISTRIBUTION THEREOF. SUBSCRIBER HAS NO PRESENT
INTENTION OF SELLING, GRANTING ANY PARTICIPATION IN, OR OTHERWISE DISTRIBUTING
THE UNITS. THE UNITS WILL NOT BE RESOLD WITHOUT REGISTRATION UNDER THE 1933 ACT
AND QUALIFICATION UNDER THE SECURITIES LAWS OF ALL APPLICABLE STATES, UNLESS
SUCH SALE WOULD BE EXEMPT THEREFROM;
(B)
THE SUBSCRIBER IS AN "ACCREDITED INVESTOR"
AS THAT TERM IS DEFINED IN RULE 501(A) OF REGULATION D PROMULGATED UNDER THE
1933 ACT;
(C)
THE SUBSCRIBER HAS RECEIVED, COMPLETED AND
RETURNED TO THE CORPORATION THE SUBSCRIBER CERTIFICATE RELATING TO HIS GENERAL
ABILITY TO BEAR THE RISKS OF AN INVESTMENT IN THE CORPORATION AND HIS
SUITABILITY AS AN INVESTOR IN A PRIVATE OFFERING, AND HEREBY AFFIRMS THE
CORRECTNESS OF HIS ANSWERS IN SUCH SUBSCRIBER CERTIFICATE;
(D)
THE SUBSCRIBER (I) HAS ADEQUATE MEANS OF
PROVIDING FOR HIS CURRENT NEEDS AND POSSIBLE PERSONAL CONTINGENCIES, AND HAS NO
NEED FOR LIQUIDITY OF HIS INVESTMENT IN THE CORPORATION; (II) CAN BEAR THE
ECONOMIC RISK OF LOSING HIS ENTIRE INVESTMENT HEREIN; (III) HAS SUCH KNOWLEDGE
AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE IS
5
CAPABLE OF EVALUATING THE RELATIVE RISKS AND MERITS OF THIS INVESTMENT; AND
(IV) HAS AN OVERALL COMMITMENT TO INVESTMENTS WHICH ARE NOT READILY MARKETABLE
THAT IS NOT DISPROPORTIONATE TO HIS NET WORTH AND THE INVESTMENT SUBSCRIBED FOR
HEREIN WILL NOT CAUSE SUCH OVERALL COMMITMENT TO BECOME EXCESSIVE;
(E)
IT NEVER HAS BEEN REPRESENTED, GUARANTEED
OR WARRANTED TO SUBSCRIBER BY THE CORPORATION, ITS AGENTS, OR EMPLOYEES OR ANY
OTHER PERSON, EXPRESSLY OR BY IMPLICATION, ANY OF THE FOLLOWING:
(I)
THE APPROXIMATE OR EXACT LENGTH OF TIME
THAT SUBSCRIBER WILL BE REQUIRED TO REMAIN AS OWNER OF THE UNITS;
(II)
THE PROFIT OR RETURN, IF ANY, TO BE
REALIZED AS A RESULT OF THE CORPORATION'S VENTURE; OR
(III)
THAT THE PAST PERFORMANCE OR EXPERIENCE ON
THE PART OF THE CORPORATION OR ANY AFFILIATE, ITS AGENTS, OR EMPLOYEES OR OF ANY
OTHER PERSON, WILL IN ANY WAY INDICATE THE PREDICTABLE RESULTS OF THE OWNERSHIP
OF THE UNITS OR THE OVERALL CORPORATION VENTURE;
(F)
THE SUBSCRIBER, IF AN INDIVIDUAL, IS AT
LEAST TWENTY-ONE (21) YEARS OF