NOTIFY THE COMPANY SHOULD THE
SUBSCRIBER BECOME AWARE OF ANY CHANGE IN THE INFORMATION SET FORTH IN PART (18)
OR PART (19) ABOVE.
THE SUBSCRIBER ACKNOWLEDGES AND AGREES THAT, IF REQUIRED BY
LAW, THE COMPANY MAY BE OBLIGATED TO "FREEZE THE ACCOUNT" OF THE SUBSCRIBER,
EITHER BY PROHIBITING ADDITIONAL INVESTMENTS FROM THE SUBSCRIBER AND/OR
SEGREGATING ASSETS OF THE SUBSCRIBER IN COMPLIANCE WITH GOVERNMENT REGULATIONS
AND, IF REQUIRED BY LAW, THE COMPANY MAY ALSO BE REQUIRED TO REPORT SUCH ACTION
AND TO DISCLOSE THE SUBSCRIBER'S IDENTITY TO OFAC.
THE SUBSCRIBER ALSO
UNDERSTANDS AND AGREES THAT THE COMPANY MAY RELEASE CONFIDENTIAL INFORMATION
ABOUT THE SUBSCRIBER AND, IF APPLICABLE, ANY UNDERLYING BENEFICIAL OWNERS OF THE
SUBSCRIBER, TO LAW ENFORCEMENT AGENCIES TO THE EXTENT NECESSARY TO ENSURE
COMPLIANCE WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS.
(21)
THE COMPANY RESERVES THE RIGHT TO REQUEST SUCH INFORMATION AS IS
NECESSARY TO VERIFY THE IDENTITY OF THE SUBSCRIBER, ANY RELATED PARTY, ANY
INDIVIDUAL OR ENTITY HAVING A BENEFICIAL INTEREST IN, OR SIGNATORY OR OTHER
SIMILAR AUTHORITY OVER, THE SUBSCRIBER AND ANY TRANSFEREE OF THE SHARES, AND MAY
SEEK TO VERIFY SUCH IDENTITY AND THE SOURCE OF FUNDS FOR THE PURCHASE PRICE.
(22)
IF THE SUBSCRIBER IS ACTING AS NOMINEE OR CUSTODIAN FOR ANOTHER
PERSON, ENTITY OR ORGANIZATION IN CONNECTION WITH THE ACQUISITION OF THE SHARES,
THE UNDERSIGNED HAS SO INDICATED ON THE "SUBSCRIBER INFORMATION" PAGE ATTACHED
HERETO.
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS PART C REGARDING
THE SUBSCRIBER ARE TRUE AND ACCURATE WITH REGARD TO BOTH THE SUBSCRIBER AND THE
PERSON, ENTITY OR OTHER ORGANIZATION FOR WHICH THE UNDERSIGNED IS ACTING AS
NOMINEE OR CUSTODIAN.
THE PERSON, ENTITY OR ORGANIZATION FOR WHICH THE
UNDERSIGNED IS ACTING AS NOMINEE OR CUSTODIAN WILL NOT TRANSFER OR OTHERWISE
DISPOSE OF OR DISTRIBUTE ANY PART OF ITS ECONOMIC OR BENEFICIAL INTEREST IN (OR
ANY OTHER RIGHTS WITH RESPECT TO) THE SHARES WITHOUT COMPLYING WITH ALL OF THE
APPLICABLE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND APPLICABLE LAW, AS IF
SUCH PERSON, ENTITY OR ORGANIZATION WERE A HOLDER OF THE SHARES.
IF THE
UNDERSIGNED IS ACTING AS NOMINEE OR CUSTODIAN FOR ANOTHER PERSON, ENTITY OR
ORGANIZATION, THE UNDERSIGNED AGREES TO PROVIDE SUCH OTHER INFORMATION AS THE
COMPANY MAY REASONABLY REQUEST REGARDING THE UNDERSIGNED AND THE PERSON, ENTITY
OR ORGANIZATION FOR WHICH THE UNDERSIGNED IS ACTING AS NOMINEE OR CUSTODIAN IN
ORDER TO DETERMINE THE ELIGIBILITY OF THE SUBSCRIBER TO PURCHASE THE SHARES.
Company Representations and Warranties.
By accepting the Subscriber's subscription, the Company warrants, represents and
agrees with the Subscriber as follows:
(A)
THE COMPANY IS DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD
STANDING AS A CORPORATION UNDER THE DELAWARE GENERAL CORPORATION LAW, WITH ALL
REQUISITE CORPORATE POWER AND AUTHORITY TO CONDUCT ITS BUSINESS AS CURRENTLY
CONDUCTED AND TO ISSUE AND SELL THE SHARES IN ACCORDANCE WITH THE TERMS OF THIS
SUBSCRIPTION AGREEMENT.
THIS
9
SUBSCRIPTION AGREEMENT (WHEN ACCEPTED) WILL HAVE BEEN DULY AUTHORIZED, EXECUTED
AND DELIVERED BY THE COMPANY.
(B)
THIS SUBSCRIPTION AGREEMENT IS A LEGALLY BINDING OBLIGATION OF THE