SO THAT THE INVESTOR IS CAPABLE
OF EVALUATING THE MERITS AND RISKS OF ITS INVESTMENT IN THE COMPANY AND HAS THE
CAPACITY TO PROTECT HIS, HER OR ITS OWN INTERESTS.
(E)
FAMILIARITY WITH OFFERING DOCUMENTS.
THE
INVESTOR HAS RECEIVED, READ, UNDERSTOOD AND IS FAMILIAR WITH (I)
THE RISK
FACTORS ATTACHED HERETO ON EXHIBIT A, AND THIS SUBSCRIPTION AGREEMENT.
IN
PARTICULAR, THE INVESTOR HAS READ THE RISK FACTORS ATTACHED HERETO ON EXHIBIT A
AND UNDERSTANDS THAT THE INVESTOR'S INVESTMENT IN THE COMPANY INVOLVES A HIGH
DEGREE OF RISK.
(F)
INFORMATION.
THE COMPANY AND THE
COMPANY'S OFFICERS HAVE MADE AVAILABLE ALL ADDITIONAL INFORMATION THAT THE
INVESTOR HAS REQUESTED IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
SUBSCRIPTION AGREEMENT, AND THE INVESTOR HAS HAD AN OPPORTUNITY TO DISCUSS THE
BUSINESS, MANAGEMENT AND FINANCIAL AFFAIRS OF THE COMPANY WITH MANAGEMENT AND
HAS HAD THE OPPORTUNITY TO REVIEW THE COMPANY'S FACILITIES.
NO REPRESENTATIONS
OR WARRANTIES HAVE BEEN MADE TO THE INVESTOR BY THE COMPANY OR ANY AGENT THEREOF
OTHER THAN AS SET FORTH IN THIS SUBSCRIPTION AGREEMENT.
THE INVESTOR HAS BEEN
AFFORDED AN OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM THE COMPANY
AND ITS OFFICERS CONCERNING THE TERMS AND CONDITIONS OF THE PURCHASE OF THE
STOCK AND THE OPPORTUNITY TO OBTAIN ANY ADDITIONAL INFORMATION (TO THE EXTENT
THE COMPANY HAS SUCH INFORMATION OR COULD ACQUIRE IT WITHOUT UNREASONABLE EFFORT
OR EXPENSE) NECESSARY TO VERIFY THE ACCURACY OF INFORMATION OTHERWISE FURNISHED
BY THE COMPANY OR ITS OFFICERS.
THE INVESTOR HAS INVESTIGATED THE ACQUISITION
OF THE STOCK TO THE EXTENT THE INVESTOR DEEMED NECESSARY OR DESIRABLE AND THE
COMPANY HAS PROVIDED THE INVESTOR WITH ANY ASSISTANCE THE INVESTOR HAS REQUESTED
IN CONNECTION THEREWITH.
(G)
DOMICILE.
THE ADDRESS SET FORTH BELOW IS
THE INVESTOR'S TRUE AND CORRECT DOMICILE.
(H)
EXEMPTION FROM SECURITIES ACT.
THE INVESTOR
UNDERSTANDS THAT THE STOCK HAS NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE
SECURITIES ACT OR ANY STATE SECURITIES ACT OR OTHER APPLICABLE LAW BY REASON OF
SPECIFIC EXEMPTIONS FOR PRIVATE OFFERINGS, THE AVAILABILITY OF WHICH DEPENDS
UPON, AMONG OTHER THINGS, THE BONA FIDE NATURE OF THE INVESTMENT INTENT AND THE
ACCURACY OF THE INVESTOR'S REPRESENTATIONS AS EXPRESSED HEREIN.
THE STOCK MAY
NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS SUCH
TRANSFER, SALE, ASSIGNMENT OR OTHER DISPOSITION IS PURSUANT TO THE TERMS OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ARE REGISTERED
UNDER ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
(I)
RESTRICTIONS ON TRANSFERABILITY.
THE
INVESTOR IS AWARE THAT THE INVESTOR'S RIGHTS TO TRANSFER THE STOCK OR ANY PART
THEREOF ARE RESTRICTED BY THE SECURITIES ACT, APPLICABLE STATE SECURITIES LAWS
AND LAWS OF OTHER JURISDICTIONS, AND THE ABSENCE OF A MARKET FOR THE STOCK.
THE
INVESTOR UNDERSTANDS THAT THERE ARE SUBSTANTIAL RESTRICTIONS ON THE
TRANSFERABILITY OF THE STOCK, INCLUDING RESTRICTIONS ON TRANSFER OF THE STOCK
UNDER THE COMPANY AGREEMENT; THE STOCK WILL NOT BE, AND INVESTORS IN THE