AVAILABLE FUNDS, BY WIRE TRANSFER
AS DIRECTED BY THE COMPANY UPON THE SUBSCRIBER'S PAYMENT IN FULL OF THE PURCHASE
PRICE AS CONTEMPLATED BY THIS PART A(1), THE COMPANY SHALL ISSUE TO THE
SUBSCRIBER THAT NUMBER OF WHOLE SHARES OF COMMON STOCK SUBSCRIBED FOR BY
SUBSCRIBER PURSUANT HERETO.
THE SHARES OF COMMON STOCK ISSUED TO THE SUBSCRIBER
IN CONSIDERATION FOR SUCH PAYMENT SHALL BE VALIDLY ISSUED AND OUTSTANDING, AND
FULLY PAID AND NON-ASSESSABLE.
B.
ACKNOWLEDGMENTS AND COVENANTS.
(1)
THE SUBSCRIBER HEREBY AGREES TO PAY ALL COSTS AND EXPENSES
INCURRED BY OR ON BEHALF OF THE COMPANY, INCLUDING REASONABLE ATTORNEYS' FEES
AND DISBURSEMENTS, IN CONNECTION WITH ENFORCING THE SUBSCRIBER'S OBLIGATIONS
UNDER THIS SUBSCRIPTION AGREEMENT IN THE EVENT OF ANY DEFAULT IN RESPECT OF ITS
OBLIGATIONS HEREUNDER.
(2)
UNDER SECTION 1445(E) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), THE COMPANY MUST WITHHOLD TAX WITH RESPECT TO CERTAIN
TRANSFERS OF PROPERTY IF A STOCKHOLDER OF THE COMPANY IS A FOREIGN PERSON.
TO
INFORM THE COMPANY WHETHER WITHHOLDING IS REQUIRED WITH RESPECT TO THE
SUBSCRIBER'S INTEREST IN THE COMPANY, THE SUBSCRIBER SHALL COMPLETE A FORM W-9
OR APPLICABLE FORM W-8.
(3)
THE SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SHARES WILL BE
ISSUED SUBJECT TO THE TERMS OF THIS SUBSCRIPTION AGREEMENT AND THAT ANY
CERTIFICATES EVIDENCING THE SHARES WILL BEAR APPROPRIATE LEGENDS TO THAT EFFECT,
INCLUDING A LEGEND IN SUBSTANTIALLY THE FORM SET FORTH ABOVE
AND AS OTHERWISE
PROVIDED PURSUANT HERETO.
C.
REPRESENTATIONS AND WARRANTIES.
Subscriber Representations and Warranties.
The Subscriber warrants, represents and agrees with the Company as follows:
(1)
UPON ACCEPTANCE BY THE COMPANY, THIS SUBSCRIPTION AGREEMENT IS
IRREVOCABLE AND SHALL CONSTITUTE A BINDING COMMITMENT OF THE SUBSCRIBER.
2
(2)
THE PRINCIPAL ADDRESS OF SUBSCRIBER IS OUTSIDE OF THE UNITED
STATES, AND SUBSCRIBER IS NOT A U.S. PERSON AS SUCH TERM IS DEFINED AND USED IN
REGULATION S ("REGULATION S") PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT").
(3)
AT THE TIME THE "BUY" ORDER WAS ORIGINATED IN RESPECT OF
SUBSCRIBER'S ACQUISITION OF THE SHARES PURSUANT TO THIS SUBSCRIPTION AGREEMENT,
SUBSCRIBER WAS OUTSIDE OF THE U.S., AND SUBSCRIBER IS OUTSIDE THE U.S. AS OF THE
DATE OF THE EXECUTION AND DELIVERY OF THIS SUBSCRIPTION AGREEMENT BY
SUBSCRIBER.
NO OFFER TO ACQUIRE THE SHARES PURSUANT TO THIS SUBSCRIPTION
AGREEMENT OR OTHERWISE
TO ACQUIRE COMMON STOCK WAS MADE TO SUBSCRIBER OR ITS
REPRESENTATIVES INSIDE THE UNITED STATES.
(4)
SUBSCRIBER IS ACQUIRING THE SHARES FOR HIS/HER/ITS OWN ACCOUNT,
NOT ON BEHALF OR FOR THE ACCOUNT OF ANY U.S. PERSON, AND THE PURCHASE OF THE
SHARES HAS NOT BEEN PRE-ARRANGED WITH A PURCHASER IN THE U.S.
(5)
THE SUBSCRIBER WILL MAKE ALL RESALES OF THE SHARES ONLY OUTSIDE OF
THE UNITED STATES IN COMPLIANCE WITH REGULATION S, OR PURSUANT TO A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT.
SPECIFICALLY, SUBSCRIBER WILL NOT RESELL
THE SHARES TO ANY U.S. PERSON OR WITHIN THE UNITED STATES PRIOR TO THE
EXPIRATION