NOTE OR ANY
CONVERSION SHARES TO ANY U.S. PERSON OR WITHIN THE UNITED STATES PRIOR TO THE
EXPIRATION OF ONE YEAR (THE "DISTRIBUTION COMPLIANCE PERIOD") AFTER THE CLOSING
OF THE OFFERING TO WHICH THIS NOTE RELATES, EXCEPT PURSUANT TO REGISTRATION
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES
ACT.
(F)
HOLDER WILL NOT ENGAGE IN ANY HEDGING
TRANSACTIONS WITH RESPECT TO THIS NOTE OR 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.
(G)
THE COMPANY IS AND WILL BE RELYING ON THE
TRUTH AND ACCURACY OF HOLDER'S REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGEMENTS AND UNDERSTANDINGS AS SET FORTH HEREIN, IN ORDER TO DETERMINE
THE APPLICABILITY OF SUCH EXEMPTIONS AND THE SUITABILITY OF HOLDER AND
HIS/HER/ITS ACQUISITION OF THE NOTE AND CONVERSION SHARES UPON CONVERSION
HEREOF.
4
(H)
HOLDER 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 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 HOLDER HAS BEEN PROVIDED ALL NECESSARY AND APPROPRIATE
INFORMATION ABOUT THE COMPANY TO MAKE AN INFORMED INVESTMENT DECISION WITH
RESPECT TO THE ACQUISITION OF THIS NOTE.
(I)
HOLDER HAS SUFFICIENT KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND IS CAPABLE OF EVALUATING THE
RISKS AND MERITS OF HOLDER'S INVESTMENT IN THE COMPANY; HOLDER HAS BEEN PROVIDED
THE OPPORTUNITY TO MAKE ALL NECESSARY AND APPROPRIATE INQUIRIES OF THE COMPANY
REGARDING COMPANY'S BUSINESS AND ASSOCIATED RISKS, AND COMPANY HAS COMPLIED WITH
ALL SUCH REQUESTS; AND HOLDER IS ABLE FINANCIALLY TO BEAR THE RISK OF LOSING
HOLDER'S FULL INVESTMENT IN THIS NOTE.
(J)
THE NOTE IS BEING ACQUIRED AND ANY
CONVERSION SHARES WILL BE ACQUIRED IN A TRANSACTION NOT INVOLVING A PUBLIC
OFFERING WITHIN THE UNITED STATES WITHIN THE MEANING OF THE SECURITIES ACT, AND
HOLDER UNDERSTANDS THAT THIS NOTE HAS NOT BEEN AND WILL NOT BE, AND ANY
CONVERSION SHARES HAVE NOT BEEN AND MAY NOT BE, REGISTERED UNDER THE SECURITIES
ACT OR REGISTERED OR QUALIFIED UNDER ANY THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION, ARE AND WILL BE "RESTRICTED SECURITIES" AND CANNOT BE RESOLD
OR OTHERWISE TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THE SECURITIES ACT,
AND REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE SECURITIES LAWS, OR AN
EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION IS AVAILABLE.
PRIOR TO ANY
PROPOSED TRANSFER OF THIS NOTE OR ANY CONVERSION SHARES, HOLDER SHALL, AMONG
OTHER THINGS, GIVE WRITTEN NOTICE TO THE COMPANY OF HOLDER'S INTENTION TO EFFECT
SUCH TRANSFER, IDENTIFYING THE TRANSFEREE AND DESCRIBING THE MANNER OF THE
PROPOSED TRANSFER AND, IF REQUESTED BY THE COMPANY, ACCOMPANIED BY (I)
INVESTMENT REPRESENTATIONS BY THE TRANSFEREE SIMILAR TO THOSE MADE BY HOLDER IN
THIS SECTION 10 AND (II) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY