DELIVERY OF THIS SUBSCRIPTION AGREEMENT BY SUBSCRIBER.
NO OFFER TO ACQUIRE
THE NOTE PURSUANT TO THIS SUBSCRIPTION AGREEMENT OR OTHERWISE TO ACQUIRE THE
NOTE WAS MADE TO SUBSCRIBER OR ITS REPRESENTATIVES INSIDE THE U.S.
(4)
SUBSCRIBER IS ACQUIRING THE NOTE FOR HIS/HER/ITS OWN ACCOUNT, NOT
ON BEHALF OR FOR THE ACCOUNT OF ANY U.S. PERSON, AND THE PURCHASE OF THE NOTE
HAS NOT BEEN PRE-ARRANGED WITH A PURCHASER IN THE U.S.
(5)
THE SUBSCRIBER WILL MAKE ALL RESALES OF THE NOTE ONLY OUTSIDE OF
THE U.S. IN COMPLIANCE WITH REGULATION S, OR PURSUANT TO A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT.
SPECIFICALLY, SUBSCRIBER WILL NOT RESELL
THE NOTE TO ANY U.S. PERSON OR WITHIN THE UNITED STATES PRIOR TO THE EXPIRATION
OF ONE (1) 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 THIS NOTE OR ANY SIMILAR NOTE OF THE COMPANY, OR WITH RESPECT TO THE
COMMON STOCK OF THE COMPANY, 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 NOTE.
(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 (12) 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 THE ACQUISITION OF THE NOTE INVOLVES SUBSTANTIAL
RISK AND THE SUBSCRIBER MAY LOSE 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 ACQUISITION OF THE NOTE; SUBSCRIBER HAS BEEN PROVIDED THE
OPPORTUNITY TO MAKE ALL NECESSARY AND APPROPRIATE INQUIRIES OF THE COMPANY
REGARDING THE COMPANY'S BUSINESS AND ASSOCIATED RISKS, AND THE COMPANY HAS
COMPLIED WITH ALL SUCH REQUESTS; AND SUBSCRIBER IS ABLE FINANCIALLY TO BEAR THE
RISK OF LOSING SUBSCRIBER'S FULL INVESTMENT IN THE NOTE.
6
(10)
THE NOTE IS 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 NOTE HAS NOT BEEN AND MAY NOT BE, REGISTERED
UNDER THE SECURITIES ACT OR REGISTERED OR QUALIFIED UNDER ANY THE SECURITIES
LAWS OF ANY STATE OR