TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS.
(E)
THE UNDERSIGNED HAS THE FINANCIAL ABILITY TO BEAR THE ECONOMIC
RISK OF THE INVESTMENT BY THE UNDERSIGNED IN THE SECURITIES, HAS ADEQUATE MEANS
FOR PROVIDING FOR THE UNDERSIGNED'S CURRENT NEEDS AND CONTINGENCIES AND HAS NO
NEED FOR LIQUIDITY WITH RESPECT TO THE UNDERSIGNED'S INVESTMENT IN THE
SECURITIES.
(F)
IF THE UNDERSIGNED IS:
I.
AN INDIVIDUAL, THE UNDERSIGNED IS AT LEAST 21 YEARS OF AGE,
AND A BONA FIDE RESIDENT OF THE STATE SET FORTH ON THE SIGNATURE PAGE HEREOF,
THE ADDRESS SET FORTH IS THE UNDERSIGNED'S TRUE AND CORRECT RESIDENCE ADDRESS;
AND THE UNDERSIGNED IS LEGALLY EMPOWERED TO ENTER INTO BINDING CONTRACTS
PURSUANT TO THE LAWS OF SUCH STATE; OR
II.
A CORPORATION, LIMITED LIABILITY COMPANY, PARTNERSHIP, TRUST,
QUALIFIED PLAN OR OTHER ENTITY, IT IS FORMED AND VALIDLY SUBSISTING UNDER THE
LAWS OF ITS JURISDICTION OF FORMATION, IT IS AUTHORIZED AND QUALIFIED TO BECOME
A HOLDER OF SECURITIES, IT HAS NOT BEEN FORMED FOR THE SOLE PURPOSE OF ACQUIRING
THE SECURITIES, AND THE PERSON SIGNING THIS SUBSCRIPTION AGREEMENT ON ITS BEHALF
HAS BEEN DULY AUTHORIZED TO DO SO.
(G)
ANY INFORMATION WHICH THE UNDERSIGNED HAS HERETOFORE FURNISHED AND
HEREWITH FURNISHES TO THE COMPANY WITH RESPECT TO THE UNDERSIGNED'S FINANCIAL
POSITION AND BUSINESS EXPERIENCE IS CORRECT AND COMPLETE AS OF THE DATE OF THIS
SUBSCRIPTION AGREEMENT AND IF THERE SHOULD BE ANY MATERIAL CHANGE IN SUCH
INFORMATION PRIOR TO ISSUANCE TO THE UNDERSIGNED OF SECURITIES, THE UNDERSIGNED
WILL IMMEDIATELY FURNISH SUCH REVISED OR CORRECTED INFORMATION TO THE COMPANY.
3
(H)
THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS NOT
PURCHASED THE SECURITIES AS A RESULT OF ANY GENERAL SOLICITATION OR GENERAL
ADVERTISING.
(I)
THE UNDERSIGNED'S OVERALL COMMITMENT TO INVESTMENTS WHICH ARE NOT
READILY MARKETABLE IS NOT DISPROPORTIONATE TO THE UNDERSIGNED'S NET WORTH, AND
THE UNDERSIGNED'S PROSPECTIVE INVESTMENT IN THE COMPANY WILL NOT CAUSE SUCH
OVERALL COMMITMENT TO BECOME EXCESSIVE.
(J)
NOTHING CONTAINED HEREIN SHOULD BE CONSTRUED AS TAX ADVICE TO THE
UNDERSIGNED; AND THE UNDERSIGNED REPRESENTS AND WARRANTS THAT THE UNDERSIGNED
HAS SECURED INDEPENDENT TAX ADVICE RELATED TO ITS PURCHASE OF THE SECURITIES AND
THE UNDERLYING SECURITIES OF THE COMPANY; THAT THE SECURITIES ARE SPECULATIVE
INVESTMENTS WHICH INVOLVE A HIGH DEGREE OF RISK, INCLUDING, WITHOUT LIMITATION,
THE RISK OF LOSS OF THE UNDERSIGNED'S ENTIRE INVESTMENT; AND THAT NO
GOVERNMENTAL AGENCY HAS MADE ANY FINDING OR DETERMINATION AS TO THE FAIRNESS OF
THE INVESTMENT, NOR ANY RECOMMENDATION OR ENDORSEMENT OF THE SECURITIES.
(K)
THE ENTERING INTO OF THIS SUBSCRIPTION AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT RESULT IN THE VIOLATION OF ANY OF THE
TERMS AND PROVISIONS OF ANY LAW APPLICABLE TO, OR THE CONSTATING DOCUMENTS OF,
THE UNDERSIGNED OR OF ANY AGREEMENT, WRITTEN OR ORAL, TO WHICH THE UNDERSIGNED
MAY BE A PARTY OR BY WHICH THE UNDERSIGNED IS BOUND.
(L)
THE UNDERSIGNED:
I.
HAS BEEN FURNISHED