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.
(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 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; 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.
(10)
THE NOTE IS 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 NOTE HAS 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 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 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
3
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 OR OTHER SECURITIES LAWS.
THE NOTE SHALL BEAR A LEGEND
SIMILAR TO THAT SET FORTH ON THE FIRST PAGE OF THIS SUBSCRIPTION AGREEMENT
(INSOFAR AS APPLICABLE) AND OTHERWISE REFERRING TO REITERATING THE RESTRICTIONS
ON TRANSFER AND OTHER TERMS HEREOF APPLICABLE TO THE NOTE UPON ISSUANCE, AND
CONTAINING SUCH OTHER INFORMATION AND IMPOSING SUCH OTHER