OTHER JURISDICTION, IS AND WILL BE "RESTRICTED SECURITIES"
AND CANNOT BE RESOLD OR OTHERWISE TRANSFERRED UNLESS 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 THE NOTE, SUBSCRIBER SHALL, AMONG
OTHER THINGS, GIVE WRITTEN NOTICE TO THE COMPANY OF SUBSCRIBER'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 SUBSCRIBER
IN THIS SECTION 10 AND (II) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO
THE EFFECT THAT THE PROPOSED TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER
THE SECURITIES ACT AND WITHOUT REGISTRATION OR QUALIFICATION UNDER APPLICABLE
STATE OR OTHER SECURITIES LAWS.
THE NOTE SHALL BEAR A LEGEND SIMILAR TO THAT
SET FORTH ON THE FIRST PAGE OF THIS SUBSCRIPTION AGREEMENT (INSOFAR AS
APPLICABLE) AND OTHERWISE REFERRING TO REITERATING THE RESTRICTIONS ON TRANSFER
AND OTHER TERMS HEREOF APPLICABLE TO THE NOTE UPON ISSUANCE, AND CONTAINING SUCH
OTHER INFORMATION AND IMPOSING SUCH OTHER RESTRICTIONS AS SHALL BE REASONABLY
REQUIRED BY THE COMPANY.
(11)
SUBSCRIBER UNDERSTANDS THAT NO U.S. FEDERAL OR STATE GOVERNMENT OR
AGENCY HAS PASSED ON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE
ACQUISITION BY SUBSCRIBER OF THE NOTE.
(12)
SUBSCRIBER ACKNOWLEDGES THAT THERE IS NO RESTRICTION IMPOSED HEREBY
UPON THE COMPANY IN RESPECT OF THE INCURRING BY THE COMPANY OF ADDITIONAL DEBT
OR THE ISSUANCE BY THE COMPANY OF ADDITIONAL DEBT OR EQUITY SECURITIES, OR
OTHERWISE.
(13)
THE NOTE WILL BE PURCHASED FOR THE ACCOUNT OF THE SUBSCRIBER FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO, OR WITH ANY INTENTION OF, A DISTRIBUTION
OR RESALE THEREOF, IN WHOLE OR IN PART, OR THE GRANT OF ANY PARTICIPATION
THEREIN.
THE SUBSCRIBER HAS NOT BEEN ORGANIZED FOR THE SPECIFIC PURPOSE OF
ACQUIRING THE NOTE.
THE SUBSCRIBER ACKNOWLEDGES THAT THE NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES OR REAL ESTATE
SYNDICATION LAWS OF ANY STATE OR OTHER JURISDICTION AND CANNOT BE DISPOSED OF
UNLESS SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE LAWS
OF STATES OR OTHER JURISDICTIONS OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
(14)
THE SUBSCRIBER IS AN "ACCREDITED INVESTOR" AS DEFINED IN RULE
501(A) OF SECURITIES AND EXCHANGE COMMISSION REGULATION D, THAT IS (I) IF A
NATURAL PERSON, SUBSCRIBER HAS AN INDIVIDUAL NET WORTH, OR JOINT NET WORTH WITH
THE SUBSCRIBER'S SPOUSE, AT THE TIME OF THE SUBSCRIBER'S PURCHASE IN EXCESS OF
$1,000,000; OR (II) IF A CORPORATION, BUSINESS TRUST OR A PARTNERSHIP,
SUBSCRIBER WAS NOT FORMED FOR THE SPECIFIC PURPOSE OF ACQUIRING THE SHARES, AND
HAS TOTAL ASSETS IN EXCESS OF $5,000,000.
(15)
THE SUBSCRIBER ACKNOWLEDGES THAT AT NO TIME WAS THE SUBSCRIBER
PRESENTED WITH, OR SOLICITED BY, ANY LEAFLET, PUBLIC PROMOTIONAL MEETING,
NEWSPAPER OR MAGAZINE
7
ARTICLE, RADIO OR TELEVISION ADVERTISEMENT OR ANY OTHER FORM OF GENERAL
ADVERTISING OR