LEGEND SIMILAR TO THAT SET FORTH ON THE
FIRST PAGE OF THIS SUBSCRIPTION AGREEMENT (INSOFAR AS APPLICABLE) AND OTHERWISE
REFERRING TO REITERATING THE RESTRICTIONS ON TRANSFER AND OTHER TERMS HEREOF
APPLICABLE TO THE SHARES UPON ISSUANCE, AND CONTAINING SUCH OTHER INFORMATION
AND IMPOSING SUCH OTHER RESTRICTIONS AS SHALL BE REASONABLY REQUIRED BY THE
COMPANY.
(11)
SUBSCRIBER UNDERSTANDS THAT NO U.S. FEDERAL OR STATE GOVERNMENT OR
AGENCY HAS PASSED ON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF OFFERING FOR
SALE OR THE SALE OF THE SHARES.
(12)
SUBSCRIBER ACKNOWLEDGES THAT THIS SUBSCRIPTION AGREEMENT IS ONE OF
SEVERAL SIMILAR AGREEMENTS (COLLECTIVELY, THE "SUBSCRIPTION AGREEMENTS") IN
CONNECTION WITH PRIVATE PLACEMENT (THE "OFFERING") TO SEVERAL SUBSCRIBERS (THE
"SUBSCRIBERS") OF AN AGGREGATE OF UP TO APPROXIMATELY $20,000,000, OR AT THE
OPTION OF THE COMPANY, A GREATER DOLLAR VALUE, OF COMMON STOCK AND THAT THERE IS
NO RESTRICTION IMPOSED HEREBY UPON THE COMPANY IN RESPECT OF THE INCURRING BY
THE COMPANY OF ADDITIONAL DEBT OR THE ISSUANCE BY THE COMPANY OF ADDITIONAL DEBT
OR EQUITY SECURITIES, OR OTHERWISE.
(13)
THE SHARES WILL BE PURCHASED FOR THE ACCOUNT OF THE SUBSCRIBER FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO, OR WITH ANY INTENTION OF, A DISTRIBUTION
OR RESALE THEREOF, IN WHOLE OR IN PART, OR THE GRANT OF ANY PARTICIPATION
THEREIN.
THE SUBSCRIBER HAS NOT BEEN ORGANIZED FOR THE SPECIFIC PURPOSE OF
ACQUIRING THE SHARES.
THE SUBSCRIBER ACKNOWLEDGES THAT THE SHARES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES OR REAL ESTATE
SYNDICATION LAWS OF ANY STATE OR OTHER JURISDICTION AND CANNOT BE DISPOSED OF
UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE LAWS
OF STATES OR OTHER JURISDICTIONS OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
4
(14)
THE SUBSCRIBER IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A) OF SECURITIES AND EXCHANGE COMMISSION REGULATION D, THAT IS (I) IF A
NATURAL PERSON, SUBSCRIBER HAS AN INDIVIDUAL NET WORTH, OR JOINT NET WORTH WITH
THE SUBSCRIBER'S SPOUSE, AT THE TIME OF THE SUBSCRIBER'S PURCHASE IN EXCESS OF
$1,000,000; (II) IF A CORPORATION, BUSINESS TRUST OR A PARTNERSHIP, SUBSCRIBER
WAS NOT FORMED FOR THE SPECIFIC PURPOSE OF ACQUIRING THE SHARES, AND HAS TOTAL
ASSETS IN EXCESS OF $5,000,000.
(15)
THE SUBSCRIBER ACKNOWLEDGES THAT AT NO TIME WAS THE SUBSCRIBER
PRESENTED WITH, OR SOLICITED BY, ANY LEAFLET, PUBLIC PROMOTIONAL MEETING,
NEWSPAPER OR MAGAZINE ARTICLE, RADIO OR TELEVISION ADVERTISEMENT OR ANY OTHER
FORM OF GENERAL ADVERTISING OR GENERAL SOLICITATION WITH RESPECT TO THE COMPANY.
(16)
IF THE SUBSCRIBER IS AN ENTITY, THE SUBSCRIBER IS DULY ORGANIZED
OR, IF A TRUST, DULY ESTABLISHED PURSUANT TO A VALID TRUST INSTRUMENT, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION WHEREIN IT IS
ORGANIZED AND HAS THE POWER AND AUTHORITY TO CARRY ON THE ACTIVITIES IN WHICH IT
IS ENGAGED AND TO PURCHASE THE SHARES.
THIS SUBSCRIPTION AGREEMENT AND ANY
OTHER DOCUMENTS EXECUTED AND DELIVERED BY THE SUBSCRIBER IN CONNECTION THEREWITH
OR HEREWITH HAVE BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY THE