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 U.S..
(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 OF ONE YEAR (THE "DISTRIBUTION COMPLIANCE PERIOD"), EXCEPT PURSUANT
TO REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT.
(6)
SUBSCRIBER WILL NOT ENGAGE IN ANY HEDGING TRANSACTIONS WITH
RESPECT TO THE COMMON STOCK OR THE SHARES AT ANY TIME PRIOR TO THE EXPIRATION OF
THE DISTRIBUTION COMPLIANCE PERIOD, EXCEPT IN COMPLIANCE WITH THE SECURITIES
ACT.
(7)
THE COMPANY IS AND WILL BE RELYING ON THE TRUTH AND ACCURACY OF
SUBSCRIBER'S REPRESENTATIONS, WARRANTIES, AGREEMENTS, ACKNOWLEDGEMENTS AND
UNDERSTANDINGS AS SET FORTH HEREIN, IN ORDER TO DETERMINE THE APPLICABILITY OF
SUCH EXEMPTIONS AND THE SUITABILITY OF SUBSCRIBER AND HIS/HER/ITS ACQUISITION OF
THE SHARES.
(8)
SUBSCRIBER 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 (12) MONTHS PRIOR TO THE DATE HEREOF, AS
WELL AS ALL OTHER DOCUMENTS MADE AVAILABLE BY THE COMPANY FOR PUBLIC
DISSEMINATION DURING THE SAME PERIOD, INCLUDING, BUT NOT LIMITED TO, PRESS
RELEASES, AND SUBSCRIBER HAS BEEN PROVIDED ALL NECESSARY AND APPROPRIATE
INFORMATION ABOUT THE COMPANY TO MAKE AN INFORMED INVESTMENT DECISION WITH
RESPECT TO THE ACQUISITION OF THIS SHARES.
WITHOUT LIMITING THE FOREGOING, THE
SUBSCRIBER ACKNOWLEDGES THAT AN INVESTMENT IN THE COMPANY INVOLVES SUBSTANTIAL
RISK AND THE SUBSCRIBER MAY LOSE ITS ENTIRE INVESTMENT.
(9)
SUBSCRIBER HAS SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL
AND BUSINESS MATTERS AND IS CAPABLE OF EVALUATING THE RISKS AND MERITS OF
SUBSCRIBER'S INVESTMENT IN THE COMPANY; SUBSCRIBER HAS BEEN PROVIDED THE
OPPORTUNITY TO MAKE ALL
6
NECESSARY AND APPROPRIATE INQUIRIES OF THE COMPANY REGARDING THE COMPANY'S
BUSINESS AND ASSOCIATED RISKS, AND THE COMPANY HAS COMPLIED WITH ALL SUCH
REQUESTS; AND SUBSCRIBER IS ABLE FINANCIALLY TO BEAR THE RISK OF LOSING
SUBSCRIBER'S FULL INVESTMENT IN THE SHARES.
(10)
THE SHARES ARE BEING ACQUIRED IN A TRANSACTION NOT INVOLVING A
PUBLIC OFFERING WITHIN THE UNITED STATES WITHIN THE MEANING OF THE SECURITIES
ACT, AND SUBSCRIBER UNDERSTANDS THAT THE SHARES HAVE NOT BEEN AND MAY NOT BE,
REGISTERED UNDER THE SECURITIES ACT OR REGISTERED OR QUALIFIED UNDER ANY THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, ARE AND WILL BE "RESTRICTED