Common use of AN INVESTMENT IN THE SECURITIES Clause in Contracts

AN INVESTMENT IN THE SECURITIES. OF THE COMPANY HEREBY INVOLVES A HIGH DEGREE OF RISK, RESTRICTED TRANSFERABILITY AND SUBSTANTIAL DILUTION. ACCORDINGLY, THESE SECURITIES SHOULD BE PURCHASED ONLY BY THOSE PERSONS WHO CAN AFFORD A LOSS OF THEIR ENTIRE INVESTMENT, PROSPECTIVE INVESTORS, PRIOR TO MAKING AN INVESTMENT SHOULD CAREFULLY CONSIDER, AMONG OTHERS, THE FOLLOWING RISK FACTORS IN MAKING AN INVESTMENT IN THE COMPANY. The fact that certain risks are discussed herein does not mean there are not other material risks of which a purchaser should be aware. The undersigned purchaser hereby acknowledges that he or she is aware that: (a) NEITHER THE SECURITIES AND EXCHANGE COMMISSION (the "SEC") NOR ANY STATE AGENCY HAS PASSED ON THE ADQEQUACY OR ACCURACY OF THIS AGREEMENT NOR MADE ANY FINDING OR DETERMINATION AS TO THE FAIRNESS OF THIS INVESTMENT ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. (b) None of the securities of USA offered hereby have been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any state, and will be distributed and sold by USA in reliance on exemptions from the registration requirements of these laws, including, but not limited to, Sections 4(2) and 4(6) of the Securities Act and/or Regulation D promulgated thereunder ("Regulation D"), and that reliance on such exemption is based, in part, upon the securities USA hereunder are being purchased by persons who are either "accredited investors" as such term is defined in Rule 501 of Regulation D or who otherwise qualify as a non-accredited investor in accordance with such rules and regulations. (c) An investment in the Company depends upon the undersigned's particular circumstances. No information concerning the Company other than that contained herein or therein has been provided to subscribers. The information presented herein and therein is not complete. Subscribers are cautioned not to construe this Subscription Agreement, the accompanying documents or any prior or subsequent communications as constituting investment, legal, tax or accounting advice. AN INVESTOR SHOULD CONFER WITH AND RELY ON HIS OWN INVESTMENT AND TAX ADVISORS AS TO THE SUBSTANTIAL RISKS INHERENT IN AN INVESTMENT HEREIN AND THE TAX CONSEQUENCES TO HIM AS A RESULT OF HIS INVESTMENT. THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE COMPANY EXCEPT AS SPECIFICALLY SET FORTH HEREIN OR IN THE OFFERING DOCUMENTS. (d) This Subscription Agreement does not constitute an offer to sell or a solicitation of an offer to buy any of the USA Securities to anyone in any state or in any other jurisdiction in which an offer or solicitation is not authorized. (e) The Company will provide additional information, if such is reasonably available, which a Subscriber or his representative may request for the purpose of evaluating the merits and risks of this subscription including any such information, if available, as would be included in a registration statement. The Company will also provide each Subscriber or his representative with an opportunity to meet and confer with its principals regarding all aspects of the Company's business. No offering literature or advertising in any form is being employed in the subscription except for this Subscription Agreement and the accompanying documents. No person is authorized to give any information or to make any representation not contained in this Subscription Agreement or the accompanying documents. Any representation not contained herein or therein must not be relied upon as having been authorized by the Company or its officers. Any distribution or reproduction of this Subscription Agreement or of the accompanying documents, in whole or part, or the divulgence of any of their contents, without the prior written consent of the Company, is prohibited. (f) An investment in the Company is an illiquid investment. In particular, the undersigned recognizes that: the undersigned must bear the economic risk of investment in the Company for an indefinite period of time since the USA Securities have not been registered under the Securities Act, and, therefore, cannot be sold unless either they are subsequently registered under the Securities Act or an exemption from such registration is available and a favorable opinion of counsel for the Company to such effect is obtained. The Company may place a legend on the certificates evidencing the USA Securities stating that they have not been registered under the Securities Act and setting forth or referring to the restriction on the sale, transfer or disposition thereof. The Subscriber is aware that the Company will make a notation in its appropriate records with respect to the restrictions on the sale, transfer, or disposition of the USA Securities.