ANY STATE OF THE UNITED
STATES, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD IN THE UNITED
STATES OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS, AS THAT TERM IS DEFINED IN
REGULATION S UNDER THE 1933 ACT ("REGULATION S"), EXCEPT IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT;
- 3 -
(B)
THE DECISION TO EXECUTE THIS AGREEMENT AND ACQUIRE THE
SECURITIES HEREUNDER HAS NOT BEEN BASED UPON ANY ORAL OR WRITTEN REPRESENTATION
AS TO FACT OR OTHERWISE MADE BY OR ON BEHALF OF THE COMPANY;
(C)
IF THE COMPANY HAS PRESENTED A BUSINESS PLAN TO THE
SUBSCRIBER, THE SUBSCRIBER ACKNOWLEDGES THAT THE BUSINESS PLAN MAY NOT BE
ACHIEVED OR BE ACHIEVABLE;
(D)
NO SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY HAS
REVIEWED OR PASSED ON THE MERITS OF THE SECURITIES;
(E)
THERE IS NO GOVERNMENT OR OTHER INSURANCE COVERING THE
SECURITIES;
(F)
THERE ARE RISKS ASSOCIATED WITH AN INVESTMENT IN THE
SECURITIES, AS MORE FULLY DESCRIBED IN CERTAIN INFORMATION FORMING PART OF THE
PUBLIC RECORD;
(G)
THE SUBSCRIBER HAS NOT ACQUIRED THE SECURITIES AS A RESULT
OF, AND WILL NOT ITSELF ENGAGE IN, ANY "DIRECTED SELLING EFFORTS" (AS DEFINED IN
REGULATION S UNDER THE 1933 ACT) IN THE UNITED STATES IN RESPECT OF ANY OF THE
SECURITIES WHICH WOULD INCLUDE ANY ACTIVITIES UNDERTAKEN FOR THE PURPOSE OF, OR
THAT COULD REASONABLY BE EXPECTED TO HAVE THE EFFECT OF, CONDITIONING THE MARKET
IN THE UNITED STATES FOR THE RESALE OF ANY OF THE SHARES OR WARRANT SHARES;
PROVIDED, HOWEVER, THAT THE SUBSCRIBER MAY SELL OR OTHERWISE DISPOSE OF ANY OF
THE SHARES OR WARRANT SHARES PURSUANT TO REGISTRATION THEREOF UNDER THE 1933 ACT
AND ANY APPLICABLE STATE SECURITIES LAWS OR UNDER AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS;
(H)
THE SUBSCRIBER AND THE SUBSCRIBER'S ADVISOR(S) HAVE HAD A
REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY
IN CONNECTION WITH THE DISTRIBUTION OF THE SECURITIES HEREUNDER, AND TO OBTAIN
ADDITIONAL INFORMATION, TO THE EXTENT POSSESSED OR OBTAINABLE WITHOUT
UNREASONABLE EFFORT OR EXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE
INFORMATION ABOUT THE COMPANY;
(I)
THE BOOKS AND RECORDS OF THE COMPANY WERE AVAILABLE UPON
REASONABLE NOTICE FOR INSPECTION, SUBJECT TO CERTAIN CONFIDENTIALITY
RESTRICTIONS, BY THE SUBSCRIBER DURING REASONABLE BUSINESS HOURS AT ITS
PRINCIPAL PLACE OF BUSINESS, AND ALL DOCUMENTS, RECORDS AND BOOKS IN CONNECTION
WITH THE DISTRIBUTION OF THE SECURITIES HEREUNDER HAVE BEEN MADE AVAILABLE FOR
INSPECTION BY THE SUBSCRIBER, THE SUBSCRIBER'S LAWYER AND/OR ADVISOR(S);
(J)
THE SUBSCRIBER WILL INDEMNIFY AND HOLD HARMLESS THE COMPANY
AND, WHERE APPLICABLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS AND
SHAREHOLDERS, FROM AND AGAINST ANY AND ALL LOSS, LIABILITY, CLAIM, DAMAGE AND
EXPENSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, ANY AND ALL FEES, COSTS AND
EXPENSES WHATSOEVER REASONABLY INCURRED IN INVESTIGATING, PREPARING OR DEFENDING
AGAINST ANY CLAIM, LAWSUIT, ADMINISTRATIVE PROCEEDING OR