SECURITIES" AND CANNOT BE RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
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 SHARES,
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.
EACH
CERTIFICATE FOR THE SHARES 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 SHARES 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 OFFERING FOR
SALE OR THE SALE OF THE SHARES.
(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 SHARES 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 SHARES.
THE SUBSCRIBER ACKNOWLEDGES THAT THE SHARES HAVE 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; (II) IF A CORPORATION,
7
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 ARTICLE, RADIO OR TELEVISION ADVERTISEMENT OR ANY OTHER
FORM OF GENERAL ADVERTISING OR GENERAL