THE DISTRIBUTION COMPLIANCE PERIOD SHALL BE MADE
ONLY IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE 1933 ACT OR AN
EXEMPTION THEREFROM AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS;
(R)
THE SUBSCRIBER AGREES NOT TO ENGAGE IN ANY HEDGING
TRANSACTIONS INVOLVING ANY OF THE SECURITIES UNLESS SUCH TRANSACTIONS ARE IN
COMPLIANCE WITH THE PROVISIONS OF THE 1933 ACT AND IN EACH CASE ONLY IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS;
(S)
THE SUBSCRIBER (I) IS ABLE TO FEND FOR ITSELF IN THE
SUBSCRIPTION; (II) HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS
MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT IN
THE SECURITIES AND THE COMPANY; AND (III) HAS THE ABILITY TO BEAR THE ECONOMIC
RISKS OF ITS PROSPECTIVE INVESTMENT AND CAN AFFORD THE COMPLETE LOSS OF SUCH
INVESTMENT;
(T)
THE SUBSCRIBER WILL INDEMNIFY THE COMPANY AGAINST, AND WILL
HOLD THE COMPANY AND, WHERE APPLICABLE, ITS RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, ADVISORS AND SHAREHOLDERS HARMLESS FROM, 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 INVESTIGATION WHETHER COMMENCED OR THREATENED) ARISING OUT OF OR
BASED UPON ANY REPRESENTATION OR WARRANTY OF THE SUBSCRIBER CONTAINED HEREIN OR
IN ANY DOCUMENT FURNISHED BY THE SUBSCRIBER TO THE COMPANY IN CONNECTION
HEREWITH BEING UNTRUE IN ANY MATERIAL RESPECT OR ANY BREACH OR FAILURE BY THE
SUBSCRIBER TO COMPLY WITH ANY COVENANT OR AGREEMENT MADE BY THE SUBSCRIBER TO
THE COMPANY IN CONNECTION THEREWITH;
(U)
THE SUBSCRIBER IS NOT AWARE OF ANY ADVERTISEMENT OF ANY OF
THE SECURITIES AND IS NOT ACQUIRING THE SECURITIES AS A RESULT OF ANY FORM OF
GENERAL SOLICITATION OR GENERAL ADVERTISING INCLUDING ADVERTISEMENTS, ARTICLES,
NOTICES OR OTHER COMMUNICATIONS PUBLISHED IN ANY NEWSPAPER, MAGAZINE OR SIMILAR
MEDIA OR BROADCAST OVER RADIO OR TELEVISION, OR ANY SEMINAR OR MEETING WHOSE
ATTENDEES HAVE BEEN INVITED BY GENERAL SOLICITATION OR GENERAL ADVERTISING; AND
(V)
NO PERSON HAS MADE TO THE SUBSCRIBER ANY WRITTEN OR ORAL
REPRESENTATIONS:
(I)
THAT ANY PERSON WILL RESELL OR REPURCHASE ANY OF THE
SECURITIES,
(II)
THAT ANY PERSON WILL REFUND THE PURCHASE PRICE OF ANY OF
THE SECURITIES,
(III)
AS TO THE FUTURE PRICE OR VALUE OF ANY OF THE SECURITIES,
OR
(IV)
THAT ANY OF THE SECURITIES WILL BE LISTED AND POSTED FOR
TRADING ON ANY STOCK EXCHANGE OR AUTOMATED DEALER QUOTATION SYSTEM OR THAT
APPLICATION HAS BEEN MADE TO LIST AND POST ANY OF THE SECURITIES OF THE COMPANY
ON ANY STOCK EXCHANGE OR AUTOMATED DEALER QUOTATION SYSTEM, EXCEPT THAT
CURRENTLY THE COMPANY'S COMMON SHARES ARE QUOTED ON THE OVER-THE-COUNTER MARKET
OPERATED BY THE OVER-THE-COUNTER BULLETIN BOARD OPERATED BY FINRA.
6.2
IN THIS SUBSCRIPTION AGREEMENT, THE
TERM "U.S. PERSON" SHALL HAVE THE MEANING ASCRIBED THERETO IN REGULATION S.
7.
ACKNOWLEDGEMENT AND WAIVER
7.1
THE SUBSCRIBER HAS ACKNOWLEDGED THAT
THE DECISION TO PURCHASE THE SECURITIES WAS SOLELY