AND IS ACQUIRING THE SHARES AS
PRINCIPAL FOR ITS OWN ACCOUNT, FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW
TO, OR FOR, RESALE, DISTRIBUTION OR FRACTIONALIZATION THEREOF, IN WHOLE OR IN
PART, AND NO OTHER PERSON HAS A DIRECT OR INDIRECT BENEFICIAL INTEREST IN SUCH
SHARES;
(M)
THE STATUTORY AND REGULATORY BASIS FOR THE EXEMPTION CLAIMED
FOR THE OFFER AND SALE OF THE SHARES, ALTHOUGH IN TECHNICAL COMPLIANCE WITH
REGULATION S, WOULD NOT BE AVAILABLE IF THE OFFERING IS PART OF A PLAN OR SCHEME
TO EVADE THE REGISTRATION PROVISIONS OF THE 1933 ACT;
(N)
NONE OF THE SECURITIES ARE LISTED ON ANY STOCK EXCHANGE OR
AUTOMATED DEALER QUOTATION SYSTEM AND NO REPRESENTATION HAS BEEN MADE TO THE
SUBSCRIBER THAT ANY OF THE SECURITIES WILL BECOME LISTED ON ANY STOCK EXCHANGE
OR AUTOMATED DEALER QUOTATION SYSTEM;
(O)
NEITHER THE SEC NOR ANY OTHER SECURITIES COMMISSION OR
SIMILAR REGULATORY AUTHORITY HAS REVIEWED OR PASSED ON THE MERITS OF ANY OF THE
SECURITIES;
- 6 -
(P)
NO DOCUMENTS IN CONNECTION WITH THIS OFFERING HAVE BEEN
REVIEWED BY THE SEC OR ANY STATE SECURITIES ADMINISTRATORS;
(Q)
THERE IS NO GOVERNMENT OR OTHER INSURANCE COVERING ANY OF
THE SECURITIES; AND
(R)
THIS SUBSCRIPTION AGREEMENT IS NOT ENFORCEABLE BY THE
SUBSCRIBER UNLESS IT HAS BEEN ACCEPTED BY THE COMPANY, AND THE SUBSCRIBER
ACKNOWLEDGES AND AGREES THAT THE COMPANY RESERVES THE RIGHT TO REJECT ANY
SUBSCRIPTION FOR ANY REASON.
5.
REPRESENTATIONS, WARRANTIES AND
COVENANTS OF THE SUBSCRIBER
5.1
THE SUBSCRIBER HEREBY REPRESENTS AND
WARRANTS TO AND COVENANTS WITH THE COMPANY (WHICH REPRESENTATIONS, WARRANTIES
AND COVENANTS SHALL SURVIVE THE CLOSING DATE) THAT:
(A)
THE SUBSCRIBER IS NOT A U.S. PERSON (AS DEFINED HEREIN);
(B)
THE SUBSCRIBER IS NOT ACQUIRING THE SHARES FOR THE ACCOUNT
OR BENEFIT OF, DIRECTLY OR INDIRECTLY, ANY U.S. PERSON (AS DEFINED HEREIN);
(C)
THE SUBSCRIBER IS RESIDENT IN THE JURISDICTION SET OUT ON
PAGE 2 OF THIS SUBSCRIPTION AGREEMENT;
(D)
THE SUBSCRIBER:
(I)
IS KNOWLEDGEABLE OF, OR HAS BEEN INDEPENDENTLY ADVISED AS
TO, THE APPLICABLE SECURITIES LAWS OF THE SECURITIES REGULATORS HAVING
APPLICATION IN THE JURISDICTION IN WHICH THE SUBSCRIBER
IS RESIDENT (THE
"INTERNATIONAL JURISDICTION") WHICH WOULD APPLY TO THE ACQUISITION OF THE
SHARES,
(II)
IS PURCHASING THE SHARES PURSUANT TO EXEMPTIONS FROM
PROSPECTUS OR EQUIVALENT REQUIREMENTS UNDER APPLICABLE SECURITIES LAWS OR, IF
SUCH IS NOT APPLICABLE, THE SUBSCRIBER
IS PERMITTED TO PURCHASE THE SHARES
UNDER THE APPLICABLE SECURITIES LAWS OF THE SECURITIES REGULATORS IN THE
INTERNATIONAL JURISDICTION WITHOUT THE NEED TO RELY ON ANY EXEMPTIONS,
(III)
ACKNOWLEDGES THAT THE APPLICABLE SECURITIES LAWS OF THE
AUTHORITIES IN THE INTERNATIONAL JURISDICTION DO NOT REQUIRE THE COMPANY TO MAKE
ANY FILINGS OR SEEK ANY APPROVALS OF ANY KIND WHATSOEVER FROM ANY SECURITIES
REGULATOR OF ANY KIND WHATSOEVER IN THE INTERNATIONAL JURISDICTION IN CONNECTION
WITH THE ISSUE AND SALE OR RESALE OF ANY OF THE SECURITIES, AND
(IV)
REPRESENTS AND WARRANTS THAT THE ACQUISITION OF THE SHARES BY
THE SUBSCRIBER
DOES NOT TRIGGER:
A.
ANY OBLIGATION TO PREPARE AND FILE A PROSPECTUS OR