UNITS NOR THE SECURITIES UNDERLYING THE UNITS HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE
AND, THEREFORE, CANNOT BE RESOLD, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS THEY
ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT AND UNDER THE APPLICABLE
SECURITIES LAWS OF SUCH STATES, OR AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.
IN PARTICULAR, THE UNDERSIGNED IS AWARE THAT THE SECURITIES BEING
PURCHASED HEREUNDER ARE "RESTRICTED SECURITIES," AS SUCH TERM IS DEFINED IN RULE
144 PROMULGATED UNDER THE SECURITIES ACT ("RULE 144"), AND THEY MAY NOT BE SOLD
PURSUANT TO RULE 144 UNLESS ALL OF THE CONDITIONS OF RULE 144 ARE MET.
11
(F)
NO REPRESENTATIONS OR WARRANTIES HAVE
BEEN MADE TO THE UNDERSIGNED BY THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES,
AGENTS, AFFILIATES OR SUBSIDIARIES, OTHER THAN ANY REPRESENTATIONS OF THE
COMPANY CONTAINED HEREIN, AND IN SUBSCRIBING FOR UNITS THE UNDERSIGNED IS NOT
RELYING UPON ANY REPRESENTATIONS OTHER THAN ANY CONTAINED HEREIN; PROVIDED THAT
NOTHING CONTAINED HEREIN SHALL MODIFY, AMEND OR AFFECT THE UNDERSIGNED'S RIGHT
TO RELY ON THE COMPANY'S REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN.
(G)
THE UNDERSIGNED UNDERSTANDS AND ACKNOWLEDGES
THAT THE UNDERSIGNED'S PURCHASE OF THE UNITS IS A SPECULATIVE INVESTMENT THAT
INVOLVES A HIGH DEGREE OF RISK AND THE POTENTIAL LOSS OF THE UNDERSIGNED'S
ENTIRE INVESTMENT.
(H)
THE UNDERSIGNED UNDERSTANDS AND AGREES THAT
THE CERTIFICATES FOR THE SECURITIES BEING PURCHASED HEREUNDER SHALL BEAR
SUBSTANTIALLY THE FOLLOWING LEGEND UNTIL (I) SUCH SECURITIES SHALL HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BEEN DECLARED EFFECTIVE OR (II) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, SUCH SECURITIES MAY BE SOLD WITHOUT REGISTRATION
UNDER THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR STATE
SECURITIES LAWS:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE
STATE SECURITIES LAWS.
SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE SECURITIES AND EXCHANGE COMMISSION
COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH
A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE
NOTES.
(I)
NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
THE UNITS, OR PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR CONFIRMED
THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY INFORMATION PROVIDED TO THE
UNDERSIGNED BY THE COMPANY.
(J)
THE UNDERSIGNED AND THE UNDERSIGNED'S ADVISORS, IF ANY, HAVE HAD
A REASONABLE OPPORTUNITY TO ASK QUESTIONS OF AND RECEIVE ANSWERS FROM A PERSON
OR PERSONS ACTING ON BEHALF OF THE COMPANY CONCERNING THE OFFERING OF THE UNITS
AND THE BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS OF
THE