OR OTHER
SECURITIES LAWS.
THE NOTE AND THE CERTIFICATE EVIDENCING THE CONVERSION SHARES
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 AND CONVERSION SHARES UPON ISSUANCE, AND CONTAINING SUCH OTHER
INFORMATION AND IMPOSING SUCH OTHER 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 AND CONVERSION SHARES 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 OR CONVERSION SHARES.
THE SUBSCRIBER ACKNOWLEDGES
THAT THE NOTE AND CONVERSION SHARES HAVE 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.
4
(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 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