OF ONE YEAR (THE "DISTRIBUTION COMPLIANCE PERIOD"), EXCEPT PURSUANT
TO REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT.
(6)
SUBSCRIBER WILL NOT ENGAGE IN ANY HEDGING TRANSACTIONS WITH
RESPECT TO THE COMMON STOCK OR THE SHARES AT ANY TIME PRIOR TO THE EXPIRATION OF
THE DISTRIBUTION COMPLIANCE PERIOD, EXCEPT IN COMPLIANCE WITH THE SECURITIES
ACT.
(7)
THE COMPANY IS AND WILL BE RELYING ON THE TRUTH AND ACCURACY OF
SUBSCRIBER'S REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGEMENTS AND
UNDERSTANDINGS AS SET FORTH HEREIN, IN ORDER TO DETERMINE THE APPLICABILITY OF
SUCH EXEMPTIONS AND THE SUITABILITY OF SUBSCRIBER AND HIS/HER/ITS ACQUISITION OF
THE SHARES.
(8)
SUBSCRIBER HAS BEEN FURNISHED WITH, OR HAS ACQUIRED, COPIES OF ALL
OF THE DOCUMENTS FILED BY THE COMPANY WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION DURING THE TWELVE MONTHS PRIOR TO THE DATE HEREOF, AS WELL
AS ALL OTHER DOCUMENTS MADE AVAILABLE BY THE COMPANY FOR PUBLIC DISSEMINATION
DURING THE SAME PERIOD, INCLUDING, BUT NOT LIMITED TO, PRESS RELEASES, AND
SUBSCRIBER HAS BEEN PROVIDED ALL NECESSARY AND APPROPRIATE INFORMATION ABOUT THE
COMPANY TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE ACQUISITION
OF THIS SHARES.
WITHOUT LIMITING THE FOREGOING, THE SUBSCRIBER ACKNOWLEDGES
THAT AN INVESTMENT IN THE COMPANY INVOLVES SUBSTANTIAL RISK AND THE SUBSCRIBER
MAY LOOSE ITS ENTIRE INVESTMENT.
(9)
SUBSCRIBER HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS AND IS CAPABLE OF EVALUATING THE RISKS AND MERITS OF
SUBSCRIBER'S INVESTMENT IN THE COMPANY; SUBSCRIBER HAS BEEN PROVIDED THE
OPPORTUNITY TO MAKE ALL NECESSARY AND APPROPRIATE INQUIRIES OF THE COMPANY
REGARDING COMPANY'S BUSINESS AND ASSOCIATED RISKS, AND COMPANY HAS COMPLIED WITH
ALL SUCH REQUESTS; AND SUBSCRIBER IS ABLE FINANCIALLY TO BEAR THE RISK OF LOSING
SUBSCRIBER'S FULL INVESTMENT IN THE SHARES.
3
(10)
THE SHARES ARE BEING ACQUIRED IN A TRANSACTION NOT INVOLVING A
PUBLIC OFFERING WITHIN THE UNITED STATES WITHIN THE MEANING OF THE SECURITIES
ACT, AND SUBSCRIBER UNDERSTANDS THAT THE SHARES HAVE NOT BEEN AND MAY NOT BE,
REGISTERED UNDER THE SECURITIES ACT OR REGISTERED OR QUALIFIED UNDER ANY THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, ARE AND WILL BE "RESTRICTED
SECURITIES" AND CANNOT BE RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
REGISTERED UNDER THE SECURITIES ACT, AND REGISTERED OR QUALIFIED UNDER ANY OTHER
APPLICABLE SECURITIES LAWS, OR AN EXEMPTION FROM SUCH REGISTRATION AND
QUALIFICATION IS AVAILABLE.
PRIOR TO ANY PROPOSED TRANSFER OF THE SHARES,
SUBSCRIBER SHALL, AMONG OTHER THINGS, GIVE WRITTEN NOTICE TO THE COMPANY OF
SUBSCRIBER'S INTENTION TO EFFECT SUCH TRANSFER, IDENTIFYING THE TRANSFEREE AND
DESCRIBING THE MANNER OF THE PROPOSED TRANSFER AND, IF REQUESTED BY THE COMPANY,
ACCOMPANIED BY (I) INVESTMENT REPRESENTATIONS BY THE TRANSFEREE SIMILAR TO THOSE
MADE BY SUBSCRIBER IN THIS SECTION 10 AND (II) AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY TO THE EFFECT THAT THE PROPOSED TRANSFER MAY BE
EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND WITHOUT REGISTRATION
OR QUALIFICATION UNDER APPLICABLE STATE OR OTHER SECURITIES LAWS.
EACH
CERTIFICATE FOR THE SHARES SHALL BEAR A