RESTRICTIONS AS SHALL
BE REASONABLY REQUIRED BY THE COMPANY.
(11)
SUBSCRIBER UNDERSTANDS THAT NO U.S. FEDERAL OR STATE GOVERNMENT OR
AGENCY HAS PASSED ON OR MADE ANY RECOMMENDATION OR ENDORSEMENT OF THE
ACQUISITION BY SUBSCRIBER OF THE NOTE.
(12)
SUBSCRIBER ACKNOWLEDGES THAT THERE IS NO RESTRICTION IMPOSED HEREBY
UPON THE COMPANY IN RESPECT OF THE INCURRING BY THE COMPANY OF ADDITIONAL DEBT
OR THE ISSUANCE BY THE COMPANY OF ADDITIONAL DEBT OR EQUITY SECURITIES, OR
OTHERWISE.
(13)
THE NOTE WILL BE PURCHASED FOR THE ACCOUNT OF THE SUBSCRIBER FOR
INVESTMENT ONLY AND NOT WITH A VIEW TO, OR WITH ANY INTENTION OF, A DISTRIBUTION
OR RESALE THEREOF, IN WHOLE OR IN PART, OR THE GRANT OF ANY PARTICIPATION
THEREIN.
THE SUBSCRIBER HAS NOT BEEN ORGANIZED FOR THE SPECIFIC PURPOSE OF
ACQUIRING THE NOTE.
THE SUBSCRIBER ACKNOWLEDGES THAT THE NOTE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION AND CANNOT BE DISPOSED OF UNLESS SUBSEQUENTLY REGISTERED
UNDER THE SECURITIES ACT AND ANY APPLICABLE LAWS OF STATES OR OTHER
JURISDICTIONS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
(14)
THE SUBSCRIBER IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(A) OF SECURITIES AND EXCHANGE COMMISSION REGULATION D, THAT IS (I) IF A
NATURAL PERSON, SUBSCRIBER HAS AN INDIVIDUAL NET WORTH, OR JOINT NET WORTH WITH
THE SUBSCRIBER'S SPOUSE, AT THE TIME OF THE SUBSCRIBER'S PURCHASE IN EXCESS OF
$1,000,000; OR (II) IF A CORPORATION, BUSINESS TRUST OR A PARTNERSHIP,
SUBSCRIBER WAS NOT FORMED FOR THE SPECIFIC PURPOSE OF ACQUIRING THE SHARES, AND
HAS TOTAL ASSETS IN EXCESS OF $5,000,000.
(15)
THE SUBSCRIBER ACKNOWLEDGES THAT AT NO TIME WAS THE SUBSCRIBER
PRESENTED WITH, OR SOLICITED BY, ANY LEAFLET, PUBLIC PROMOTIONAL MEETING,
NEWSPAPER OR MAGAZINE ARTICLE, RADIO OR TELEVISION ADVERTISEMENT OR ANY OTHER
FORM OF GENERAL ADVERTISING OR GENERAL SOLICITATION WITH RESPECT TO THE COMPANY.
(16)
IF THE SUBSCRIBER IS AN ENTITY, THE SUBSCRIBER IS DULY ORGANIZED
OR, IF A TRUST, DULY ESTABLISHED PURSUANT TO A VALID TRUST INSTRUMENT, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION WHEREIN IT IS
ORGANIZED AND HAS THE POWER AND AUTHORITY TO CARRY ON THE ACTIVITIES IN WHICH IT
IS ENGAGED AND TO ACQUIRE THE NOTE.
THIS SUBSCRIPTION AGREEMENT AND ANY OTHER
DOCUMENTS EXECUTED AND DELIVERED BY THE SUBSCRIBER IN CONNECTION THEREWITH OR
HEREWITH HAVE BEEN DULY AUTHORIZED, EXECUTED AND
4
DELIVERED BY THE SUBSCRIBER, AND ARE THE LEGAL, VALID AND BINDING OBLIGATIONS OF
THE SUBSCRIBER ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
(17)
THE EXECUTION AND DELIVERY OF THIS SUBSCRIPTION AGREEMENT AND ANY
OTHER DOCUMENTS EXECUTED AND DELIVERED BY THE SUBSCRIBER IN CONNECTION HEREWITH
DO NOT, AND THE PERFORMANCE AND CONSUMMATION OF THE TERMS AND TRANSACTIONS SET
FORTH OR CONTEMPLATED THEREIN OR HEREIN WILL NOT, CONTRAVENE OR RESULT IN A
DEFAULT UNDER ANY PROVISION OF EXISTING LAW OR REGULATIONS TO WHICH THE
SUBSCRIBER IS SUBJECT, THE PROVISIONS OF THE TRUST INSTRUMENT, CHARTER, BYLAWS
OR OTHER GOVERNING DOCUMENTS OF THE SUBSCRIBER (IF THE