Common use of Offshore Transaction Clause in Contracts

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is a "U.S. person" as that term is defined in Rule 902(o) of Regulation S (a copy of which definition is attached as Exhibit B); and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor was physically outside the United States; (iii) the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to this transaction.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is not a "U.S. person" as that term is defined in Rule 902(o902 (o) of Regulation S S; (a copy of which definition ii) Subscriber is attached as Exhibit B); and neither the Subscriber nor any Investor is an entity not organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally the United States and was not formed for the purpose of investing in securities Regulation S Securities and is not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors ; (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(iiiii) the shares offer and sale of Preferred Stock were not offered to the Subscriber or to any Investor Shares will be made in the United States and an offshore transaction and, at the same time of execution of this Subscription Agreement and of any offer to the Agreement, Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor was physically outside the United States; (iiiiv) the Subscriber is purchasing the Securities Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for the benefit an indefinite period of any time for a U.S. person and the sale and resale of the Securities have Shares has not been prearranged with any buyer in the United States; (ivv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the SecuritiesShares, to the best knowledge of Subscriber, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities Shares prior to the expiration of a period commencing on the Closing closing of all shares the offering of Preferred Stock offered the Shares and ending forty (40) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S. S; (vi) Subscriber has understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not been engaged violate the securities or acted as or on behalf other laws of a distributor or dealer (and Subscriber's jurisdiction. Subscriber is not an affiliate of a distributor or dealer) with respect . Subscriber and its controlling persons agree to this transactionindemnify the Company for any misrepresentation contained herein.

Offshore Transaction. The Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S S; (a copy ii) PURCHASER is not, and on the Closing date will not be, an affiliate of which definition is attached ISSUER; (iii) at the execution of this Agreement, as Exhibit B); and neither well as the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber time this transaction is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural personsdue, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor PURCHASER was physically outside the United States; (iii) , and no offer to purchase the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer Shares was made in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the "Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer federal securities laws; (and v) PURCHASER is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with respect a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii) all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this transactionOffshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER’s representations, warranties and agreements contained herein.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S S; (a copy of which definition is attached as Exhibit B); and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless ii) the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors")not, and all owners on the Closing Date will not be, an affiliate of interests in such entity who are "U.S. persons" are Institutional Investorsthe Company; (iii) at the execution of this Subscription Agreement, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in was outside the United States and at the time of execution of this Subscription Agreement and of any no offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor Securities was physically outside the United States; (iii) the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer made in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the "Restricted the"Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S. S; (v) Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to this transactionthe expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S S; (a copy of which definition is attached as Exhibit B); and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless ii) the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors")not, and all owners on the Closing Date will not be, an affiliate of interests in such entity who are "U.S. persons" are Institutional Investorsthe Company, and not natural persons, estates or trusts;(ii(iii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the same time of execution of this Subscription Agreement Agreement, Subscriber was outside the United States and of any no offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor Securities was physically outside the United States; (iii) the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer made in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares the offering of Preferred Stock offered the securities and ending forty (40) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S. S; (v) Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to this transactionthe expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S; nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.

Offshore Transaction. The Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S S; (a copy ii) PURCHASER is not, and on the Closing date will not be, an affiliate of which definition is attached ISSUER; (iii) at the execution of this Agreement, as Exhibit B); and neither well as the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber time this transaction is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural personsdue, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor PURCHASER was physically outside the United States; (iii) , and no offer to purchase the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer Shares was made in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the "Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer federal securities laws; (and v) PURCHASER is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with respect a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER's purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this transactionOffshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER’s representations, warranties and agreements contained herein.

Offshore Transaction. The Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S S; (a copy ii) at the execution of which definition is attached this Agreement, as Exhibit B); and neither well as the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber time this transaction is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under due, PURCHASER was outside the Act) and who are not natural persons, estates or trusts ("Institutional Investors")United States, and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any no offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor Shares was physically outside made in the United States; (iii) the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the "Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer federal securities laws; (and iv) PURCHASER is not an affiliate of a distributor or dealer; (v) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with respect a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; and (vi) all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER’S purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this transactionOffshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER’S representations, warranties and agreements contained herein.

Offshore Transaction. The Subscriber represents and warrants to the --------------------- Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is a "U.S. person" as that term is defined in Rule 902(o902(k) of Regulation S (a copy of which definition is attached as Exhibit BA); , and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(iitrusts; (ii) the shares of Preferred Stock Shares were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock Shares hereunder, the Subscriber and each such Investor was physically outside the United States; (iii) the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any "U.S. person person" and the sale and resale of the Securities have not been prearranged with any buyer in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty one (401) days thereafter year later (the "Restricted Distribution Compliance Period") shall not be made to "U.S. persons persons" or for the account or benefit of "U.S. persons persons" and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to this transaction.

Offshore Transaction. The Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S S; (a copy ii) PURCHASER is not, and on the Closing date will not be, an affiliate of which definition is attached ISSUER; (iii) at the execution of this Agreement, as Exhibit B); and neither well as the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber time this transaction is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural personsdue, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor PURCHASER was physically outside the United States; (iii) , and no offer to purchase the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer Shares was made in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the "Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer federal securities laws; (and v) PURCHASER is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with respect a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this transactionOffshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER's representations, warranties and agreements contained herein.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is a "U.S. person" as that term is defined in Rule 902(o) of Regulation S (a copy of which definition is attached as Exhibit B); , and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S U.S. person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(iitrusts; (ii) the shares of Preferred Stock were was not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor was physically outside the United States; (iii) the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty forty-five (4045) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to this transaction.

Offshore Transaction. The Subscriber represents Purchaser represents, warrants and warrants covenants to the Company that (ia) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") no Participant is a "U.S. person" (the "U.S. Person") as that term is defined in Rule 902(o902(k) of Regulation S S; (a copy of which definition is attached as Exhibit B); and neither the Subscriber nor any Investor b) no Participant is an entity organized or incorporated under affiliate of the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors Company; (as defined in Rule 501(ac) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement Agreement, each Participant was outside the United States and of any no offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor Securities was physically outside the United States; (iii) the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer made in the United States; (ivd) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a one-year period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter Date (the "Restricted Period") shall not be made to U.S. persons Persons or for the account or benefit of U.S. persons Persons and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has S; (e) the transactions contemplated hereby (i) have not been engaged and will not be pre-arranged with a purchaser located in the United States or acted as or on behalf a purchaser which is a U.S. Person, and (ii) are not and will not be part of a distributor plan or scheme to evade the registration provisions of the Securities Act; (f) the Purchaser and each of the Participants shall take all reasonable steps to ensure its compliance with Regulation S; (g) prior to the expiration of the Restricted Period, the Purchaser shall promptly send to each person buying the Securities from the Purchaser, who is a distributor, dealer (as defined in Section 2(a)(12) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or a person receiving a selling concession, fee or other remuneration in respect of any of the Securities, a confirmation or other notice stating that such buyer is subject to the same restrictions on offers and is not an affiliate of sales as a distributor of such Securities pursuant to Section 903(b)(3)(iv) of Regulation S; and (h) neither the Purchaser nor any Participant, nor any of their affiliates or dealerpersons acting on their behalf have conducted any "directed selling efforts" as that term is defined in Rule 902(c) with respect of Regulation S; nor has the Purchaser or any of the Participants, their affiliates or persons acting on their behalf conducted any general solicitation to this transactionthe offer and sale of any of the Securities in the United States or elsewhere.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S S; (a copy of which definition is attached as Exhibit B); and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless ii) the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors")not, and all owners on the Closing Date will not be, an affiliate of interests in such entity who are "U.S. persons" are Institutional Investorsthe Company, and not natural persons, estates or trusts;(ii(iii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the same time of execution of this Subscription Agreement Agreement, Subscriber was outside the United States and of any no offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor Securities was physically outside the United States; (iii) the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer made in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares the offering of Preferred Stock offered the Securities and ending forty (40) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S. S; (v) Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to this transactionthe expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subcriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S; nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.

Offshore Transaction. The Subscriber AQUATICA represents and warrants to the Company that ISA as follows: (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") AQUATICA is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S S; (a copy ii) AQUATICA is not, and on the Closing date will not be, an affiliate of which definition is attached ISA; (iii) at the execution of this Agreement, as Exhibit B); and neither well as the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber time this transaction is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural personsdue, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor AQUATICA was physically outside the United States; (iii) , and no offer to purchase the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer Shares was made in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby AQUATICA agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the "Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer federal securities laws; (and v) AQUATICA is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by AQUATICA with respect a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by AQUATICA include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by ISA of AQUATICA’s purchase, and shall survive thereafter. If AQUATICA has knowledge, prior to the acceptance of this transactionOffshore Stock Purchase Agreement by ISA, that any such representations and warranties shall not be true and accurate in any respect, AQUATICA prior to such acceptance, will give written notice of such fact to ISA specifying which representations and warranties are not true and accurate and the reasons therefore. AQUATICA agrees to fully indemnify, defend and hold harmless ISA, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of AQUATICA’s representations, warranties and agreements contained herein.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S (a copy of which definition is attached as Exhibit B); ) and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction was not formed by any a "U.S U.S. person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors ; (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(iiii) the shares of Preferred Stock Securities were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock Securities hereunder, the Subscriber and each such Investor was physically outside the United States; (iii) the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales offers, sales, pledges, assignments, or other dispositions of the Securities prior to the expiration of a period commencing on the Closing of all shares last sale of Preferred Stock offered Debentures in the Offering and ending forty (40) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) in the U.S. with respect to this transaction. All offers and sales by Subscriber during the Restricted Period will be made only in accordance with Rules 903 or 904 of Regulation S, or pursuant to a registration under the Act or an exemption therefrom. The Subscriber is a bona fide resident of or organization domiciled outside of the United States.

Offshore Transaction. The Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S S; (a copy ii) PURCHASER is not, and on the Closing date will not be, an affiliate of which definition is attached ISSUER; (iii) at the execution of this Agreement, as Exhibit B); and neither well as the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber time this transaction is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural personsdue, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor PURCHASER was physically outside the United States; (iii) , and no offer to purchase the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer Shares was made in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the "Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer federal securities laws; (and v) PURCHASER is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with respect a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this transactionOffshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER’s representations, warranties and agreements contained herein.

Offshore Transaction. The Subscriber represents and warrants to the --------------------- Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares Securities (the "Investors") is a "U.S. person" as that term is defined in Rule 902(o) of Regulation S (a copy of which definition is attached as Exhibit BD); , --------- and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(iitrusts; (ii) the shares of Preferred Stock Securities were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock Securities hereunder, the Subscriber and each such Investor was physically outside the United States; (iii) the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing closing of all shares of Preferred Stock the Securities offered and ending forty forty-five (4045) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to this transaction.

Offshore Transaction. The Subscriber FIRST CAPITAL represents and warrants to the Company that H-NET as follows: (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") FIRST CAPITAL is not a "U.S. person" as that term is defined in Rule 902(o) 902 of Regulation S S; (a copy ii) FIRST CAPITAL is not, and on the Closing date will not be, an affiliate of which definition is attached H-NET; (iii) at the execution of this Agreement, as Exhibit B); and neither well as the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber time this transaction is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural personsdue, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor FIRST CAPITAL was physically outside the United States; (iii) , and no offer to purchase the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer Shares was made in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby FIRST CAPITAL agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the "Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer federal securities laws; (and v) FIRST CAPITAL is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by FIRST CAPITAL with respect a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by FIRST CAPITAL include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by H-NET of FIRST CAPITAL's purchase, and shall survive thereafter. If FIRST CAPITAL has knowledge, prior to the acceptance of this transactionOffshore Stock Purchase Agreement by H-NET, that any such representations and warranties shall not be true and accurate in any respect, FIRST CAPITAL prior to such acceptance, will give written notice of such fact to H-NET specifying which representations and warranties are not true and accurate and the reasons therefore. FIRST CAPITAL agrees to fully indemnify, defend and hold harmless H-NET, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of FIRST CAPITAL's representations, warranties and agreements contained herein.

Offshore Transaction. The Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S S; (a copy ii) PURCHASER is not, and on the Closing date will not be, an affiliate of which definition is attached ISSUER; (iii) at the execution of this Agreement, as Exhibit B); and neither well as the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber time this transaction is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural personsdue, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor PURCHASER was physically outside the United States; (iii) , and no offer to purchase the Subscriber is purchasing the Securities for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer Shares was made in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the "Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer federal securities laws; (and v) PURCHASER is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with respect a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER's purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this transactionOffshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER's representations, warranties and agreements contained herein.

Offshore Transaction. The Subscriber In connection with the purchase and sale of the Debentures, Purchaser represents and warrants to the Company that to, and covenants and agrees with Seller as follows: (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase Purchaser is not a natural person and hold Preferred Stock or Shares (the "Investors") is a "U.S. person" as that term is defined in Rule 902(o) of Regulation S (a copy of which definition is attached as Exhibit B); and neither the Subscriber nor any Investor is an entity not organized or incorporated under the laws of any foreign jurisdiction within the United States, was not formed by any "U.S person" principally a U.S. Person (as defined in Section 902(o) of Regulation S) for the purpose of investing in Regulation S securities and is not registered under the Act, unless the Subscriber otherwise a U.S. Person. Purchaser is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors")not, and all owners on the closing date will not be, an affiliate of interests in such entity who are "U.S. persons" are Institutional InvestorsSeller; (ii) At the time the buy order was originated, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in Purchaser was outside the United States and at is outside of the time United States as of the date of the execution and delivery of this Subscription Agreement and of any Agreement; (iii) No offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunderDebentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the Subscriber and each such Investor "Securities"), was physically outside made by Purchaser in the United States; (iiiiv) the Subscriber Purchaser is purchasing the Securities for its own account and Purchaser is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not on behalf violate the securities or other laws of or for the benefit such jurisdiction; (v) All offers and sales of any U.S. person of the Securities by Purchaser prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of securities under the sale and resale 1933 Act or pursuant to an exemption from registration. In any case, none of the Securities have not been prearranged with any buyer in or will be offered or sold by Purchaser to, or for the account or benefit of, a U.S. Person or within the United States; (iv) States until after the Subscriber and to the best knowledge end of the Subscriber each distributor, if any, participating in forty (40) day period commencing on the date of closing of the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter or (the "Restricted Period") ), which in no event shall not be made later than _____________, 1996, when this offering shall be closed to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to this transaction.all Purchasers;