AGE;
(G)
THE SUBSCRIBER HAS NO REASON TO ANTICIPATE
ANY CHANGE IN SUBSCRIBER'S PERSONAL CIRCUMSTANCES, FINANCIAL OR OTHERWISE, WHICH
MAY CAUSE OR REQUIRE ANY SALE OR DISTRIBUTION BY SUBSCRIBER OF ALL OR ANY PART
OF THE UNITS SUBSCRIBED FOR HEREIN;
(H)
THE SUBSCRIBER CAREFULLY REVIEWED HAS
REVIEWED THE DOCUMENTS REGARDING THE CORPORATION AVAILABLE ON THE SEC EDGAR WEB
SITE (), AS WELL AS THE "RISK FACTORS" CONTAINED THEREIN
(COLLECTIVELY, THE "DISCLOSURE DOCUMENTS"), AND IS FULLY FAMILIAR WITH AND
UNDERSTANDS THE CONTENTS THEREOF, AND HAS RECEIVED NO OTHER WRITTEN
COMMUNICATION;
(I)
THE SUBSCRIBER CONFIRMS THAT ALL
DOCUMENTS, RECORDS AND BOOKS PERTAINING TO THE CORPORATION AND TO THE INVESTMENT
REQUESTED BY THE SUBSCRIBER HAVE BEEN MADE AVAILABLE TO THE SUBSCRIBER AND THAT
THE SUBSCRIBER HAS BEEN GIVEN AN OPPORTUNITY TO MAKE FURTHER INQUIRIES OF THE
CORPORATION AND ITS REPRESENTATIVES IN ORDER TO VERIFY THE ACCURACY OF THE
INFORMATION CONTAINED IN THE DISCLOSURE DOCUMENTS AND HAS HAD THE OPPORTUNITY TO
REVIEW ALL FACTS CONCERNING THE CORPORATION WHICH THE SUBSCRIBER DEEMS
PERTINENT;
(J)
THE SUBSCRIBER, IF A PARTNERSHIP,
CORPORATION, TRUST, OR OTHER ENTITY, DECLARES:
(I)
THE PERSON EXECUTING THIS SUBSCRIPTION
AGREEMENT HAS THE NECESSARY POWER AND AUTHORITY TO DO SO; AND
(II)
THE SUBSCRIBER WAS NOT ORGANIZED FOR THE
SPECIFIC PURPOSE OF ACQUIRING THE UNITS;
6
(K)
THE EXHIBITS TO THIS AGREEMENT WILL BE
COMPLETED TRUTHFULLY AND WITH REASONABLE DILIGENCE;
(L)
AS TO THE SOURCE OF SUBSCRIPTION FUNDS,
(I)
TO THE BEST OF THE SUBSCRIBER'S
KNOWLEDGE, NONE OF THE SUBSCRIPTION FUNDS USED FOR THE PURCHASE OF THE
SUBSCRIBER'S UNITS (A) HAVE BEEN OR WILL BE DERIVED FROM OR RELATED TO ANY
ACTIVITY THAT IS DEEMED CRIMINAL UNDER THE LAWS OF THE UNITED STATES OR ANY
OTHER JURISDICTION, OR (B) ARE BEING TENDERED ON BEHALF OF A PERSON OR ENTITY
WHO HAS NOT BEEN IDENTIFIED TO THE SUBSCRIBER; AND
(II)
THE SUBSCRIBER WILL PROMPTLY NOTIFY THE
CORPORATION IF THE SUBSCRIBER DISCOVERS THAT ANY OF THE REPRESENTATIONS IN ABOVE
SUBPARAGRAPH (L)(I) ABOVE CEASES TO BE TRUE, AND TO PROVIDE THE CORPORATION WITH
APPROPRIATE INFORMATION IN CONNECTION THEREWITH;
(M)
THE SUBSCRIBER UNDERSTANDS THAT THE FOREGOING
REPRESENTATIONS AND WARRANTIES ARE TO BE RELIED UPON BY THE CORPORATION AS A
BASIS FOR EXEMPTION OF THE SALE OF THE UNITS UNDER THE 1933 ACT, UNDER THE
SECURITIES LAWS OF ALL APPLICABLE STATES, AND FOR OTHER PURPOSES;
(N)
THE SUBSCRIBER WARRANTS THAT THE INFORMATION
HEREIN PROVIDED TO THE CORPORATION BY THE SUBSCRIBER IS TRUE AND CORRECT AS OF
THE DATE HEREOF, AND THE SUBSCRIBER AGREES TO ADVISE THE CORPORATION, PRIOR TO
ITS ACCEPTANCE OF THIS SUBSCRIPTION, OF ANY MATERIAL CHANGE IN ANY SUCH
INFORMATION; AND
(O)
THE SUBSCRIBER AGREES THAT THE
REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER SET FORTH IN THIS SECTION 3
SHALL SURVIVE THE ACCEPTANCE OF THIS SUBSCRIPTION, IN THE EVENT THE SUBSCRIPTION
IS ACCEPTED.
3.2
THE SUBSCRIBER UNDERSTANDS AND ACKNOWLEDGES
THAT:
(A)
NO FEDERAL OR STATE AGENCY HAS MADE ANY
FINDING OR DETERMINATION AS TO THE FAIRNESS OF THE OFFERING OF UNITS FOR
INVESTMENT OR ANY RECOMMENDATION