WITH, HAS CAREFULLY READ AND UNDERSTANDS
THE MEMORANDUM AND THIS SUBSCRIPTION AGREEMENT, AND HAS RELIED SOLELY ON THE
INFORMATION INCLUDED THEREIN AND HEREIN;
II.
HAS BEEN GIVEN THE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM THE COMPANY CONCERNING THE TERMS AND CONDITIONS OF THE OFFERING,
AND HAS BEEN GIVEN THE OPPORTUNITY TO OBTAIN SUCH ADDITIONAL INFORMATION
NECESSARY FOR THE UNDERSIGNED TO EVALUATE THE MERITS AND RISKS OF INVESTMENT IN
THE SECURITIES TO THE EXTENT THAT THE COMPANY POSSESSES SUCH INFORMATION OR CAN
ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE AND SUCH INFORMATION HAS NOT
BEEN FURNISHED WITH ANY OTHER OFFERING LITERATURE EXCEPT AS REFERRED TO HEREIN;
III.
HAS NOT RELIED ON ANY ORAL REPRESENTATION, WARRANTY OR
INFORMATION IN CONNECTION WITH THE OFFERING FROM THE COMPANY, OR ANY OFFICER,
EMPLOYEE, AGENT, REPRESENTATIVE OR AFFILIATE OF THE COMPANY;
IV.
HAS DETERMINED THE SECURITIES ARE A SUITABLE INVESTMENT FOR THE
UNDERSIGNED AND THAT AT THIS TIME THE UNDERSIGNED CAN BEAR A COMPLETE LOSS OF
THE UNDERSIGNED'S ENTIRE INVESTMENT THEREIN;
V.
MUST BEAR THE SUBSTANTIAL ECONOMIC RISKS OF THE INVESTMENT IN
THE SECURITIES INDEFINITELY BECAUSE THE SECURITIES MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE; AND
VI.
HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS THAT THE UNDERSIGNED IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF
THE UNDERSIGNED'S INVESTMENT IN THE SECURITIES.
4
(M)
TO THE EXTENT THAT THE UNDERSIGNED HAS NOT SOUGHT SPECIFIC
INFORMATION REGARDING THE COMPANY, THE OFFERING OR THE SECURITIES, THE
UNDERSIGNED REPRESENTS THAT IT HAD NO INTEREST IN DOING SO AND THAT SUCH MATTERS
ARE NOT MATERIAL TO THE UNDERSIGNED IN CONNECTION WITH AN INVESTMENT IN THE
SECURITIES.
(N)
THE UNDERSIGNED AGREES TO NOTIFY THE COMPANY UPON THE OCCURRENCE
OF ANY EVENT WHICH WOULD CAUSE ANY OF THE UNDERSIGNED'S FOREGOING
REPRESENTATIONS OR WARRANTIES TO BE FALSE OR INCORRECT.
(O)
THE UNDERSIGNED ACKNOWLEDGES AND AGREES THAT THE FOREGOING
ACKNOWLEDGMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS SHALL SURVIVE THE
CLOSING AT WHICH THE SECURITIES ARE ISSUED.
4.
SUBSCRIPTION IRREVOCABLE BY SUBSCRIBER BUT SUBJECT TO ACCEPTANCE
OR REJECTION BY THE COMPANY
A.
THIS SUBSCRIPTION AGREEMENT IS NOT, AND SHALL NOT BE, REVOCABLE
BY THE PURCHASER. THE PURCHASER INTENDS TO BE LEGALLY BOUND BY THIS SUBSCRIPTION
AGREEMENT.
B.
THE COMPANY, IN ITS SOLE DISCRETION, HAS THE RIGHT TO ACCEPT OR
REJECT THIS SUBSCRIPTION, IN WHOLE OR IN PART, FOR ANY REASON WHATSOEVER. IF
THIS SUBSCRIPTION IS REJECTED IN WHOLE OR THE OFFERING IS TERMINATED, ALL FUNDS
RECEIVED FROM THE PURCHASER WILL BE RETURNED WITHOUT INTEREST, EXPENSE OR
DEDUCTION, AND THIS SUBSCRIPTION AGREEMENT SHALL THEREAFTER BE OF NO FURTHER
FORCE OR EFFECT.
IF THIS SUBSCRIPTION IS REJECTED IN PART, THE FUNDS FOR THE
REJECTED PORTION OF THIS SUBSCRIPTION WILL BE RETURNED WITHOUT INTEREST, EXPENSE
OR DEDUCTION, AND THIS SUBSCRIPTION AGREEMENT WILL CONTINUE IN FULL FORCE AND
EFFECT TO THE EXTENT THIS SUBSCRIPTION WAS ACCEPTED.
5.
DEPOSIT OF FUNDS
When accepted and upon