SUBSCRIPTION AT ANY TIME PRIOR TO THE
DISSEMINATION OF THE PRESS RELEASE REFERRED TO IN SECTION F(3).
THE EXECUTION
OF THIS AGREEMENT BY THE PURCHASER OR SOLICITATION OF THE INVESTMENT
CONTEMPLATED HEREBY SHALL CREATE NO OBLIGATION ON THE PART OF THE COMPANY OR THE
PLACEMENT AGENT TO ACCEPT ANY SUBSCRIPTION OR COMPLETE THE OFFERING.
(2)
THE PURCHASER HEREBY ACKNOWLEDGES AND
AGREES THAT THE SUBSCRIPTION HEREUNDER IS IRREVOCABLE BY THE PURCHASER, AND
THAT, EXCEPT AS REQUIRED BY LAW, THE PURCHASER IS NOT ENTITLED TO CANCEL,
TERMINATE OR REVOKE THIS AGREEMENT OR ANY AGREEMENTS OF THE PURCHASER HEREUNDER
AND THAT IF THE PURCHASER IS AN INDIVIDUAL THIS AGREEMENT SHALL SURVIVE THE
DEATH OR DISABILITY OF THE PURCHASER AND SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE PARTIES AND THEIR HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS,
LEGAL REPRESENTATIVES AND PERMITTED ASSIGNS.
(3)
NO FEDERAL OR STATE AGENCY OR AUTHORITY HAS
MADE ANY FINDING OR DETERMINATION AS TO THE ACCURACY OR ADEQUACY OF THE OFFERING
DOCUMENTS OR AS TO THE FAIRNESS OF THE TERMS OF THE OFFERING NOR ANY
RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES.
ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
IN MAKING AN INVESTMENT DECISION, PURCHASERS
MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING,
INCLUDING THE MERITS AND RISKS INVOLVED.
(4)
THE OFFERING IS INTENDED TO BE EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT BY VIRTUE OF SECTION 4(2) OF THE
SECURITIES ACT AND THE PROVISIONS OF REGULATION D THEREUNDER, WHICH IS IN PART
DEPENDENT UPON THE TRUTH, COMPLETENESS AND ACCURACY OF THE STATEMENTS MADE BY
THE PURCHASER HEREIN AND IN THE PURCHASER QUESTIONNAIRE.
(5)
NOTWITHSTANDING THE REGISTRATION
OBLIGATIONS PROVIDED HEREIN, THERE CAN BE NO ASSURANCE THAT THE PURCHASER WILL
BE ABLE TO SELL OR DISPOSE OF THE SECURITIES.
IT IS UNDERSTOOD THAT IN ORDER
NOT TO JEOPARDIZE THE OFFERING'S EXEMPT STATUS UNDER SECTION 4(2) OF THE
SECURITIES ACT AND REGULATION D, ANY TRANSFEREE MAY, AT A MINIMUM, BE REQUIRED
TO FULFILL THE INVESTOR SUITABILITY REQUIREMENTS THEREUNDER.
(6)
THE PURCHASER ACKNOWLEDGES THAT THE
OFFERING IS CONFIDENTIAL AND NON-PUBLIC AND AGREES THAT ALL INFORMATION ABOUT
THE OFFERING SHALL BE KEPT IN CONFIDENCE BY THE PURCHASER UNTIL THE PUBLIC
DISSEMINATION OF THE PRESS RELEASE REFERRED TO IN SECTION F(3) HEREOF.
13
(7)
ALTHOUGH THE COMPANY HEREBY ACKNOWLEDGES
THAT IT IS NOT AWARE OF ANY MATERIAL, NON-PUBLIC INFORMATION THAT HAS BEEN
PROVIDED TO ANY INVESTOR IN CONNECTION WITH THE OFFERING,
THE PURCHASER
ACKNOWLEDGES THAT THE FOREGOING RESTRICTIONS ON THE PURCHASER'S USE AND
DISCLOSURE OF ANY INFORMATION RESTRICTS THE PURCHASER FROM TRADING IN THE
COMPANY'S SECURITIES TO THE EXTENT SUCH TRADING IS ON THE BASIS OF SUCH
INFORMATION OF WHICH THE PURCHASER IS AWARE.
(8)
THE PURCHASER AGREES THAT BEGINNING ON THE
DATE HEREOF UNTIL THE PUBLIC DISSEMINATION OF THE PRESS RELEASE REFERRED TO IN
SECTION F(3) HEREOF, THE PURCHASER WILL NOT ENTER INTO ANY SHORT SALES.
FOR
PURPOSES OF THE FOREGOING SENTENCE, A "SHORT SALE" BY A PURCHASER MEANS A SALE
OF COMMON STOCK