MADE ON THE BASIS OF
INFORMATION AVAILABLE TO THE SUBSCRIBER ON THE EDGAR DATABASE MAINTAINED BY THE
SEC AT .
THE SUBSCRIBER HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY RIGHTS OF WITHDRAWAL, RESCISSION OR COMPENSATION FOR
DAMAGES TO WHICH THE SUBSCRIBER MIGHT BE ENTITLED IN CONNECTION WITH THE
DISTRIBUTION OF THE SECURITIES.
8.
LEGENDING OF SUBJECT SECURITIES
8.1
THE SUBSCRIBER HEREBY ACKNOWLEDGES
THAT THAT UPON THE ISSUANCE THEREOF, AND UNTIL SUCH TIME AS THE SAME IS NO
LONGER REQUIRED UNDER THE APPLICABLE SECURITIES LAWS AND REGULATIONS, THE
CERTIFICATES REPRESENTING ANY OF THE SECURITIES WILL BEAR A LEGEND IN
SUBSTANTIALLY THE FOLLOWING FORM:
"THESE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO
PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
ACCORDINGLY, NONE OF THE SECURITIES TO WHICH THIS CERTIFICATE
RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR ANY U.S. STATE SECURITIES
LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE UNITED
STATES (AS DEFINED HEREIN) OR, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS (AS
DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS
INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE
1933 ACT."
8.2
THE SUBSCRIBER HEREBY ACKNOWLEDGES
AND AGREES TO THE COMPANY MAKING A NOTATION ON ITS RECORDS OR GIVING
INSTRUCTIONS TO THE REGISTRAR AND TRANSFER AGENT OF THE COMPANY IN ORDER TO
IMPLEMENT THE RESTRICTIONS ON TRANSFER SET FORTH AND DESCRIBED IN THIS
SUBSCRIPTION AGREEMENT.
9.
COSTS
9.1
THE SUBSCRIBER ACKNOWLEDGES AND
AGREES THAT ALL COSTS AND EXPENSES INCURRED BY THE SUBSCRIBER (INCLUDING ANY
FEES AND DISBURSEMENTS OF ANY SPECIAL COUNSEL RETAINED BY THE SUBSCRIBER)
RELATING TO THE PURCHASE OF THE NOTE OR TO THE CONVERSION OF THE NOTE OR THE
CONVERSION SHARES SHALL BE BORNE BY THE SUBSCRIBER.
10.
GOVERNING LAW
10.1
THIS SUBSCRIPTION AGREEMENT IS GOVERNED
BY THE LAWS OF THE STATE OF NEVADA AND THE FEDERAL LAWS APPLICABLE THERETO. THE
SUBSCRIBER, IN ITS PERSONAL OR CORPORATE CAPACITY AND, IF APPLICABLE, ON BEHALF
OF EACH BENEFICIAL PURCHASER FOR WHOM IT IS ACTING, IRREVOCABLY ATTORNS TO THE
JURISDICTION OF THE COURTS OF THE STATE OF NEVADA.
11.
SURVIVAL
11.1
THIS SUBSCRIPTION AGREEMENT, INCLUDING
WITHOUT LIMITATION THE REPRESENTATIONS, WARRANTIES AND COVENANTS CONTAINED
HEREIN, SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT AND BE BINDING UPON
THE PARTIES HERETO NOTWITHSTANDING THE COMPLETION OF THE PURCHASE OF THE NOTE BY
THE SUBSCRIBER PURSUANT HERETO.
12.
ASSIGNMENT
12.1
THIS SUBSCRIPTION AGREEMENT IS
ASSIGNABLE.
13.
SEVERABILITY
13.1
THE INVALIDITY OR UNENFORCEABILITY OF
ANY PARTICULAR PROVISION OF THIS SUBSCRIPTION AGREEMENT SHALL NOT AFFECT OR
LIMIT THE VALIDITY OR ENFORCEABILITY OF THE REMAINING