OR ANY SIMILAR NOTE OF THE COMPANY, OR WITH RESPECT TO THE
COMMON STOCK OF THE COMPANY, 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 NOTE AND ANY CONVERSION 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 THE ACQUISITION OF THE NOTE INVOLVES, AND THE
ACQUISITION OF ANY CONVERSION SHARES WILL INVOLVE, 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 ACQUISITION OF THE NOTE AND CONVERSION SHARES; SUBSCRIBER HAS BEEN
PROVIDED THE OPPORTUNITY TO MAKE ALL 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 NOTE AND CONVERSION
SHARES.
(10)
THE NOTE IS BEING ACQUIRED, AND THE CONVERSION SHARES WILL BE
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 NOTE AND CONVERSION 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, IS AND WILL BE "RESTRICTED SECURITIES" AND
CANNOT BE RESOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED
3
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 NOTE OR CONVERSION SHARES
PRIOR TO ANY REGISTRATION, 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