THAT ARE ACCREDITED INVESTORS;
II.
A PRIVATE BUSINESS DEVELOPMENT COMPANY AS DEFINED IN
SECTION 202(A)(22) OF THE INVESTMENT ADVISERS ACT OF 1940;
III.
AN ORGANIZATION DESCRIBED IN SECTION 501(C)(3) OF THE
INTERNAL REVENUE CODE, CORPORATION, MASSACHUSETTS OR SIMILAR BUSINESS TRUST, OR
PARTNERSHIP, NOT FORMED FOR THE SPECIFIC PURPOSE OF ACQUIRING THE SECURITIES,
WITH TOTAL ASSETS IN EXCESS OF $5,000,000;
IV.
A DIRECTOR OR EXECUTIVE OFFICER OF THE COMPANY;
V.
A NATURAL PERSON WHOSE INDIVIDUAL NET WORTH, OR JOINT
NET WORTH WITH THAT PERSON'S SPOUSE AT THE TIME OF THE PURCHASE OF THE
SECURITIES, EXCEEDS $1,000,000;
VI.
A NATURAL PERSON WHO HAD AN INDIVIDUAL INCOME (EXCLUSIVE
OF ANY INCOME EARNED BY THEIR SPOUSE) IN EXCESS OF $200,000 IN EACH OF THE TWO
MOST RECENT YEARS OR JOINT INCOME WITH THAT PERSON'S SPOUSE IN EXCESS OF
$300,000 IN EACH OF THE TWO MOST RECENT YEARS AND HAS A REASONABLE EXPECTATION
OF REACHING THE SAME INCOME LEVEL IN THE CURRENT YEAR;
VII.
A TRUST, WITH TOTAL ASSETS IN EXCESS OF $5,000,000, NOT
FORMED FOR THE SPECIFIC PURPOSE OF ACQUIRING THE SECURITIES, WHOSE PURCHASE IS
DIRECTED BY A SOPHISTICATED PERSON AS DESCRIBED IN RULE 505(B)(2)(II) OF
REGULATION D; OR
VIII.
AN ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE ACCREDITED
INVESTORS.
B.
THE UNDERSIGNED CERTIFIES THAT THIS REPRESENTATION IS TRUE AND
CORRECT AND HEREBY AGREES TO NOTIFY THE COMPANY OF ANY CHANGE WHICH OCCURS IN
SUCH INFORMATION PRIOR TO THE COMPANY'S ACCEPTANCE OF THIS SUBSCRIPTION.
3.
GENERAL REPRESENTATIONS AND WARRANTIES
The undersigned hereby acknowledges, represents and warrants to and agrees with
the Company, with full knowledge that the Company intends to rely hereon, as
follows:
(A)
THE UNDERSIGNED IS ACQUIRING THE SECURITIES FOR THE UNDERSIGNED'S
OWN ACCOUNT AS PRINCIPAL, FOR INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO,
OR FOR, RESALE OR DISTRIBUTION OF ALL OR ANY PART OF THE SECURITIES, AND NO
OTHER PERSON HAS A DIRECT OR INDIRECT BENEFICIAL INTEREST IN SUCH SECURITIES.
2
(B)
THE UNDERSIGNED ACKNOWLEDGES ITS UNDERSTANDING THAT THE SECURITIES
ARE BEING OFFERED AND SOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE, IN RELIANCE UPON THE EXEMPTIONS FROM THE
REGISTRATION PROVISIONS OF THE SECURITIES ACT AND THE REGULATIONS THEREUNDER
AFFORDED BY SECTION 4(2) OF THE SECURITIES ACT AND REGULATION D PROMULGATED
THEREUNDER, AND THAT SUCH RELIANCE IS PREDICATED IN PART ON THE UNDERSIGNED'S
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SUBSCRIPTION AGREEMENT.
(C)
THE UNDERSIGNED WILL NOT SELL OR OTHERWISE TRANSFER THE SECURITIES
WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR SATISFYING AN EXEMPTION
THEREFROM AND FULLY UNDERSTANDS AND AGREES THAT THE UNDERSIGNED MUST BEAR THE
ECONOMIC RISK OF THE UNDERSIGNED'S PURCHASE OF THE SECURITIES FOR AN INDEFINITE
PERIOD OF TIME.
(D)
THE UNDERSIGNED AGREES TO THE PLACEMENT OF THE FOLLOWING LEGEND ON
ANY CERTIFICATE REPRESENTING THE SECURITIES:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT