SECURITIES ACT AND REGULATION D PROMULGATED THEREUNDER AND
UNDER EXEMPTIONS UNDER CERTAIN STATE SECURITIES LAWS, THAT THIS TRANSACTION HAS
NOT BEEN REVIEWED BY, PASSED ON OR SUBMITTED TO ANY FEDERAL OR STATE AGENCY OR
SELF-REGULATORY ORGANIZATION WHERE AN EXEMPTION IS BEING RELIED UPON, AND THAT
THE COMPANY'S RELIANCE THEREON IS BASED IN PART UPON THE REPRESENTATIONS MADE BY
THE UNDERSIGNED IN THIS AGREEMENT.
(H)
THE UNDERSIGNED ACKNOWLEDGES THAT THE
UNDERSIGNED IS FAMILIAR WITH THE LIMITATIONS IMPOSED BY THE SECURITIES ACT AND
THE RULES AND REGULATIONS THEREUNDER ON THE TRANSFER OF THE SECURITIES.
IN
PARTICULAR, THE UNDERSIGNED AGREES THAT THE COMPANY SHALL NOT BE REQUIRED TO
GIVE ANY EFFECT TO A SALE, ASSIGNMENT OR TRANSFER OF THE SECURITIES, UNLESS
(I) THE SALE, ASSIGNMENT OR TRANSFER OF THE SECURITIES IS REGISTERED UNDER THE
SECURITIES ACT, IT BEING UNDERSTOOD THAT THE SECURITIES ARE NOT CURRENTLY
REGISTERED FOR SALE AND THAT THE COMPANY HAS NO OBLIGATION OR INTENTION TO SO
REGISTER THE SECURITIES, OR (II) SUCH SECURITIES ARE SOLD, ASSIGNED OR
TRANSFERRED IN ACCORDANCE WITH ALL THE REQUIREMENTS AND LIMITATIONS OF RULE 144
UNDER THE SECURITIES ACT, IT BEING UNDERSTOOD THAT RULE 144 IS NOT AVAILABLE AT
THE PRESENT TIME FOR THE SALE OF THE SECURITIES, OR (III) SUCH SALE, ASSIGNMENT
OR TRANSFER IS OTHERWISE EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT. THE
UNDERSIGNED FURTHER UNDERSTANDS THAT AN OPINION OF COUNSEL AND OTHER DOCUMENTS
MAY BE REQUIRED TO TRANSFER THE SECURITIES.
(I)
IF THE UNDERSIGNED IS AN INDIVIDUAL, THE UNDERSIGNED IS A
BONA-FIDE RESIDENT OF THE STATE SET FORTH IN THE ADDRESS PROVIDED ON THE
UNDERSIGNED'S SIGNATURE PAGE TO THIS AGREEMENT.
(J)
IF THE UNDERSIGNED IS A PARTNERSHIP, TRUST, CORPORATION OR OTHER
ENTITY: (A) IT HAS MADE OTHER INVESTMENTS OR ENGAGED IN OTHER SUBSTANTIAL
BUSINESS ACTIVITIES PRIOR TO RECEIVING AN OPPORTUNITY TO PURCHASE THE
SECURITIES; (B) IT WAS NOT ORGANIZED FOR THE PURPOSE OF ACQUIRING THE
SECURITIES; (C) THE PERSON EXECUTING ON BEHALF OF THE PARTNERSHIP, TRUST,
CORPORATION OR OTHER ENTITY HAS THE FULL POWER AND AUTHORITY TO EXECUTE AND
COMPLY WITH THE TERMS OF THIS AGREEMENT ON BEHALF OF SUCH ENTITY AND TO MAKE THE
REPRESENTATIONS AND WARRANTIES MADE HEREIN ON ITS BEHALF; (D) ITS PRINCIPAL
PLACE OF BUSINESS AND PRINCIPAL OFFICE ARE LOCATED IN THE STATE SET FORTH IN ITS
ADDRESS BELOW; AND (E) THE INVESTMENT IN THE SECURITIES HAS BEEN AFFIRMATIVELY
AUTHORIZED, IF REQUIRED, BY THE GOVERNING BOARD OF SUCH ENTITY AND IS NOT
PROHIBITED BY THE GOVERNING DOCUMENTS OF THE ENTITY.
(K)
THE UNDERSIGNED WILL ACQUIRE THE SECURITIES FOR THE UNDERSIGNED'S
OWN ACCOUNT FOR INVESTMENT AND NOT WITH A VIEW TO THE SALE OR DISTRIBUTION
THEREOF OR THE GRANTING OF ANY PARTICIPATION THEREIN, AND HAS NO PRESENT
INTENTION OF DISTRIBUTING OR SELLING TO OTHERS ANY OF SUCH INTEREST OR GRANTING
ANY PARTICIPATION THEREIN.
4
(L)
THE UNDERSIGNED ACKNOWLEDGES THAT THE REPRESENTATIONS,
WARRANTIES AND AGREEMENTS MADE BY THE UNDERSIGNED HEREIN SHALL SURVIVE THE
EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PURCHASE OF THE NOTE.
THE
INFORMATION STATED HEREIN IS