THE SECURITIES ACT.
(F)
HOLDER WILL NOT ENGAGE IN ANY HEDGING
TRANSACTIONS WITH RESPECT TO THIS NOTE OR THE COMMON STOCK OF THE COMPANY AT ANY
TIME PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD, EXCEPT IN
COMPLIANCE WITH THE SECURITIES ACT.
(G)
THE COMPANY IS AND WILL BE RELYING ON THE
TRUTH AND ACCURACY OF HOLDER'S REPRESENTATIONS, WARRANTIES, AGREEMENTS,
ACKNOWLEDGEMENTS AND UNDERSTANDINGS AS SET FORTH HEREIN, IN ORDER TO DETERMINE
THE APPLICABILITY OF SUCH EXEMPTIONS AND THE SUITABILITY OF HOLDER AND
HIS/HER/ITS ACQUISITION OF THE NOTE.
(H)
HOLDER HAS BEEN FURNISHED WITH, OR HAS
ACQUIRED, COPIES OF ALL OF THE DOCUMENTS FILED BY THE COMPANY WITH THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION DURING THE TWELVE MONTHS PRIOR TO THE
DATE HEREOF, AS WELL AS ALL OTHER DOCUMENTS MADE AVAILABLE BY THE COMPANY FOR
PUBLIC
17
DISSEMINATION DURING THE SAME PERIOD, INCLUDING, BUT NOT LIMITED TO, PRESS
RELEASES, AND HOLDER HAS BEEN PROVIDED ALL NECESSARY AND APPROPRIATE INFORMATION
ABOUT THE COMPANY TO MAKE AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE
ACQUISITION OF THIS NOTE.
(I)
HOLDER HAS SUFFICIENT KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS AND IS CAPABLE OF EVALUATING THE
RISKS AND MERITS OF HOLDER'S INVESTMENT IN THE COMPANY; HOLDER HAS BEEN PROVIDED
THE OPPORTUNITY TO MAKE ALL NECESSARY AND APPROPRIATE INQUIRIES OF THE COMPANY
REGARDING COMPANY'S BUSINESS AND ASSOCIATED RISKS, AND COMPANY HAS COMPLIED WITH
ALL SUCH REQUESTS; AND HOLDER IS ABLE FINANCIALLY TO BEAR THE RISK OF LOSING
HOLDER'S FULL INVESTMENT IN THIS NOTE.
(J)
THE NOTE IS BEING ACQUIRED IN A
TRANSACTION NOT INVOLVING A PUBLIC OFFERING WITHIN THE UNITED STATES WITHIN THE
MEANING OF THE SECURITIES ACT, AND HOLDER UNDERSTANDS THAT THIS NOTE HAS NOT
BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR REGISTERED OR
QUALIFIED UNDER ANY THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND
CANNOT BE RESOLD OR OTHERWISE TRANSFERRED UNLESS IT IS 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 THIS NOTE, HOLDER SHALL, AMONG
OTHER THINGS, GIVE WRITTEN NOTICE TO THE COMPANY OF HOLDER'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 HOLDER 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.
(K)
HOLDER UNDERSTANDS THAT NO U.S. FEDERAL OR
STATE GOVERNMENT OR AGENCY HAS PASSED ON OR MADE ANY RECOMMENDATION OR
ENDORSEMENT OF OFFERING FOR SALE OR THE SALE OF THIS NOTE.
(L)
HOLDER ACKNOWLEDGES THAT THERE IS NO
RESTRICTION IMPOSED HEREBY UPON THE COMPANY IN RESPECT OF THE INCURRING BY THE
COMPANY OF ADDITIONAL DEBT OR