Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding, if the result of such restatement would, by comparison to the unrestated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

Exhibits A. Form of Monthly Accounting Report B. Custody Agreement

Statement to Participants. Within a reasonable time after the last day of each Plan Year, the Board shall furnish to each Participant a statement setting forth the Participant’s total number of Shares subject to Options, the date such Options were granted, and such other information as the Board shall deem advisable to furnish.

Quarterly Financial Statement. Borrower shall furnish to Lender within 90 days after the end of each fiscal quarter, a balance sheet and income statement as of the end of such quarter, all in form and substance and in reasonable detail satisfactory to Lender, such quarterly financial statements being prepared according to GAAP.

Statement of Accounts. The Bank shall provide to the Participant, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the Deferral Account balance as of the end of such Plan Year.

Statement Regarding Adjustments. Whenever the Strike Price Warrant Entitlement shall be adjusted (or there shall be any other adjustment to the terms of any Warrant), the Company shall, within five (5) Business Days thereafter, send a written notice to each Holder, including a statement showing in reasonable detail the facts requiring such adjustment and the Strike Price and Warrant Entitlement that shall be in effect after such adjustment.

Closing Certificate. A certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in [Sections 5.2(b), (c) and (d)])])] have been satisfied;

Closing Fees. Evidence that any other fees due on or before the Closing Date have been paid.

The Closing. This Subscription Agreement, the Purchaser Questionnaire set forth in Exhibit A hereto, executed and completed in full, and the Purchase Price, by certified or bank check or wire transfer (please refer to Exhibit B), must be delivered by overnight mail, registered mail or by courier (with proof of delivery requested in each case) to the Company.

Closing Deliverables. If the Company accepts the undersigned’s Subscription Agreement, the Company shall deliver an originally executed share certificate representing the purchased Units in exchange for the accepted Purchase Price to the undersigned to the address provided by the undersigned on the signature page to this Subscription Agreement.