Common use of Buyer Representations and Covenants Access to Information Clause in Contracts

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the Debenture, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer is not, and on the closing date will not be, an affiliate of Seller; (ii) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdiction; (iii) All offers and sales of any of the Securities by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration; (iv) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; (v) Buyer shall comply with Rule 504 promulgated under Regulation D; (vi) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (vii) The execution and delivery of this Agreement and the consummation of the purchase of the Securities and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer or any of its properties or assets; (viii) All invitations, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the Debentures; (ix) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (x) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the Securities; (xi) Buyer has had an opportunity to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xii) Buyer acknowledges that the purchase of the Securities involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Securities. Buyer understands that the Securities are not being registered under the 1933 Act, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; and (xiii) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebentureDebentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (ia) Buyer is not, and on the closing date will not be, an affiliate of Seller; (iib) Buyer is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the 1933 Act, and is purchasing the Securities Shares for its own account and Buyer is qualified to purchase the Securities Shares under the laws of its jurisdiction the State of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdictionColorado; (iiic) All offers and sales of any of the Securities Debentures by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration; (ivd) Buyer understands that the Securities Debentures are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions exemptions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions exemptions and the suitability of Buyer and any purchaser from Buyer to acquire the SecuritiesDebentures; (ve) Buyer shall comply with Rule 504 promulgated under Regulation D; (vif) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (viig) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Debentures and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer or any of its properties or assets; (viiih) All invitations, offers and sales of or in respect of, any of the SecuritiesDebentures, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities Debentures will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by be made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the Debentures; (ixi) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (xj) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the SecuritiesDebentures; (xik) Buyer has had an opportunity to receive and review all material information and financial data and to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xiil) Buyer acknowledges that the purchase of the Securities Debentures involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the SecuritiesDebentures. Buyer understands that the Securities Debentures are not being registered under the 1933 Act, or under any state securities laws, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; and; (xiiim) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller; and (n) Buyer acknowledges and agrees that the transactions contemplated by this Agreement have taken place solely and exclusively within the State of Colorado.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebenturePreferred Stock, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (ia) Buyer is not, and on the closing date will not be, an affiliate of Seller; (iib) Buyer is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the 1933 Act, and is purchasing the Securities Preferred Stock for its his own account and Buyer is qualified to purchase the Securities Preferred Stock Shares under the laws of its jurisdiction the State of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdiction;California (iiic) All offers and sales of any of the Securities Preferred Stock by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504506, as applicable, of Regulation D or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration; (ivd) Buyer understands understand that the Securities are Preferred Stock is not registered under the 1933 Act and are is being offered and sold to it in reliance on specific exclusions exemptions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions exemptions and the suitability of Buyer and any purchaser from Buyer to acquire the SecuritiesPreferred Stock; (ve) Buyer shall comply with Rule 504 506 promulgated under Regulation D; (vif) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (viig) The As to any Buyer that is a corporations, the execution and delivery of this Agreement and the consummation of the purchase of the Securities Preferred Stock and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer Buyer or any of its properties or assets; (viiih) All invitations, offers and sales of or in respect of, any of the SecuritiesPreferred Stock, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it them of any of the Securities Preferred Stock will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by be made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the DebenturesPreferred Stock; (ixi) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its his own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it he (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (xj) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the SecuritiesPreferred Stock; (xik) Buyer has had an opportunity to receive and review all material information and financial data and to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have has been answered to Buyer's satisfaction. (xiil) Buyer acknowledges that the purchase of the Securities involve Preferred Stock involves a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of purchasing the SecuritiesPreferred Stock. Buyer understands that the Securities are Preferred Stock is not being registered under the 1933 Act, or under any state securities laws, and therefore, therefore Buyer must bear the economic risk of this investment for an indefinite period of time; and; (xiiim) The Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller; and (n) Buyer acknowledges and agrees that the transactions contemplated by this Agreement have taken place solely and exclusively within the State of California.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebenturePreferred Stock, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (ia) Buyer is not, and on the closing date will not be, an affiliate of Seller; (iib) Buyer is an Aaccredited investor@ as defined in Rule 501 of Regulation D promulgated under the 1933 Act, and is purchasing the Securities Preferred Stock for its his own account and Buyer is qualified to purchase the Securities Preferred Stock Shares under the laws of its jurisdiction the State of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdiction;California (iiic) All offers and sales of any of the Securities Preferred Stock by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504506, as applicable, of Regulation D or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration; (ivd) Buyer understands understand that the Securities are Preferred Stock is not registered under the 1933 Act and are is being offered and sold to it in reliance on specific exclusions exemptions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions exemptions and the suitability of Buyer and any purchaser from Buyer to acquire the SecuritiesPreferred Stock; (ve) Buyer shall comply with Rule 504 506 promulgated under Regulation D; (vif) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (viig) The As to any Buyer that is a corporations, the execution and delivery of this Agreement and the consummation of the purchase of the Securities Preferred Stock and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer Buyer or any of its properties or assets; (viiih) All invitations, offers and sales of or in respect of, any of the SecuritiesPreferred Stock, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it them of any of the Securities Preferred Stock will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by be made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the DebenturesPreferred Stock; (ixi) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its his own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it he (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (xj) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the SecuritiesPreferred Stock; (xik) Buyer has had an opportunity to receive and review all material information and financial data and to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have has been answered to Buyer's satisfaction. (xiil) Buyer acknowledges that the purchase of the Securities involve Preferred Stock involves a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it he is capable of evaluating the merits and risks of purchasing the SecuritiesPreferred Stock. Buyer understands that the Securities are Preferred Stock is not being registered under the 1933 Act, or under any state securities laws, and therefore, therefore Buyer must bear the economic risk of this investment for an indefinite period of time; and; (xiiim) The Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller; and (n) Buyer acknowledges and agrees that the transactions contemplated by this Agreement have taken place solely and exclusively within the State of California.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebentureDebentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (ia) Buyer is not, and on the closing date will not be, an affiliate of Seller; (iib) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residencea ____________________________________________, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdictionin good standing; (iiic) All offers and sales of any of the Securities Debentures by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D or pursuant to under registration of securities under the 1933 Act or pursuant to an exemption from registration;1933. (iv) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; (v) Buyer shall comply with Rule 504 promulgated under Regulation D; (vie) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (viif) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Debentures and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer or any of its properties or assets; (viiig) All invitations, offers and sales of or in respect of, any of the SecuritiesDebentures, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities Debentures will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by be made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the Debentures; (ixh) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (x) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the Securities; (xii) Buyer has had an opportunity to receive and review all material information and financial data and to discuss with the officers of Seller, all matters relating to the securitiesDebentures, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xiij) Buyer acknowledges that the purchase of the Securities Debentures involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Securities. Buyer understands that the Securities are not being registered under the 1933 Act, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; andDebentures; (xiiik) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller; and (l) Buyer acknowledges and agrees that the transactions contemplated by this Agreement have taken place solely and exclusively within the State of California.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebentureSecurities, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws for its jurisdiction of residence, and is an accredited investor under the 1933 Act, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; Buyer is not, and on the closing date will not be, an affiliate of Seller; (ii) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdiction; (iii) All offers and sales of any of the Securities by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D 505 or pursuant to registration of securities under the 1933 Act Act; (iii) The transactions contemplated by this Agreement are not and will not be part of a plan or pursuant scheme by Buyer, to an exemption from registrationevade the registration provisions of the 1933 Act; (iv) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; (v) Buyer has not conducted or permitted and shall comply with Rule 504 promulgated under Regulation Dnot conduct or permit any general solicitation relating to the offer and sale of any of the Securities; (vi) Buyer has the full foil right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (vii) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Securities, and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer Buyer or any of its properties or assets; (viii) All invitationsinvitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by of Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the Debentures;. (ix) The Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place; (x) Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for form whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (x) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the Securities; (xi) Buyer has had an opportunity to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xii) Buyer acknowledges that the purchase of the Securities involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Securities. Buyer understands that the Securities are not being registered under the 1933 Act, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; and (xiii) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebentureSecurities, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer is not, and on the closing date will not be, an affiliate of Seller; (ii) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, is an "accredited investor" as that term is defined in Regulation D under the Securities Act, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdiction; Buyer is not, and on the closing date was not, an affiliate of Seller; (iiiii) All offers and sales of any of the Securities by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D or pursuant to registration of securities 505 under the 1933 Securities Act or pursuant to an exemption from registrationa registration of the Securities under the Securities Act and subject to the requirements described in the preamble of this Agreement; (iii) The transactions contemplated by this Agreement are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the Securities Act; (iv) Buyer understands that the Securities are not registered under the 1933 Securities Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; (v) Buyer has not conducted or permitted and shall comply with Rule 504 promulgated under Regulation Dnot conduct or permit any general solicitation relating to the offer and sale of any of the Securities; (vi) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (vii) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Securities, and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer Buyer or any of its properties or assets; (viii) All invitationsinvitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by of Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the Debentures; (ix) The Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place; (or others for whom it is contracting hereunderx) Buyer has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (x) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the Securities; (xi) Buyer has had an opportunity to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xii) Buyer acknowledges that the purchase of the Securities involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Securities. Buyer understands that the Securities are not being registered under the 1933 Act, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; and (xiii) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebentureSecurities, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws for its jurisdiction of residence, and is an accredited investor under the 1933 Act, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; Buyer is not, and on the closing date will not be, an affiliate of Seller; (ii) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdiction; (iii) All offers and sales of any of the Securities by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D 505 or pursuant to registration of securities under the 1933 Act Act; (iii) The transactions contemplated by this Agreement are not and will not be part of a plan or pursuant scheme by Buyer, to an exemption from registrationevade the registration provisions of the 1933 Act; (iv) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; (v) Buyer has not conducted or permitted and shall comply with Rule 504 promulgated under Regulation Dnot conduct or permit any general solicitation relating to the offer and sale of any of the Securities; (vi) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (vii) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Securities, and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer Buyer or any of its properties or assets; (viii) All invitationsinvitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by of Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the Debentures;. (ix) The Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place; (x) Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for form whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (x) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the Securities; (xi) Buyer has had an opportunity to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xii) Buyer acknowledges that the purchase of the Securities involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Securities. Buyer understands that the Securities are not being registered under the 1933 Act, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; and (xiii) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the Debenture, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer is not, and on the closing date will not be, an affiliate of Seller; (ii) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdiction; (iii) All offers and sales of any of the Securities by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration; (iv) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; (v) Buyer shall comply with Rule 504 promulgated under Regulation D; (vi) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (vii) The execution and delivery of this Agreement and the consummation of the purchase of the Securities and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer or any of its properties or assets; (viii) All invitations, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the Debentures; (ix) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (x) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the Securities; (xi) Buyer has had an opportunity to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xii) Buyer acknowledges that the purchase of the Securities involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Securities. Buyer understands that the Securities are not being registered under the 1933 Act, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; and (xiii) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the Debenture, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (ia) Buyer is a Texas limited liability company and is not, and on the closing date Closing Date will not be, an affiliate of Seller; (iib) Buyer is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the 1933 Act, and is purchasing the Securities for Shares of its own account and Buyer is qualified to purchase the Securities Shares under the laws of its jurisdiction the State of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdictionTexas; (iiic) All offers and sales of any of the Securities Debenture by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration; (ivd) Buyer understands that the Securities are Debenture is not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions exemptions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions exemptions and the suitability of Buyer and any purchaser from Buyer to acquire the SecuritiesDebenture; (ve) Buyer shall comply with Rule 504 promulgated under Regulation D; (vif) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding biding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (viig) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Debenture and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer or any of its properties or assets; (viiih) All invitations, offers and sales of or in respect of, any of the SecuritiesDebenture, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities Debenture will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by be made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the DebenturesDebenture; (ixi) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (xj) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the SecuritiesDebenture; (xik) Buyer has had an opportunity to receive and review all material information and financial data and to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xiil) Buyer acknowledges that the purchase of the Securities Debenture involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of or purchasing the SecuritiesDebenture. Buyer understands that the Securities are Debenture is not being registered under the 1933 Act, or under any state securities laws, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; and; (xiiim) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller; and (n) Buyer acknowledges and agrees that the transactions contemplated by this Agreement have taken place solely and exclusively with the State of Texas.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebentureDebentures, Buyer represents and warrants to, and covenants and agrees with with, Seller as follows: (ia) Buyer is not, and on the closing date will not be, an affiliate of Seller; (iib) Buyer is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the 1933 Act, and will purchasing the Securities Debentures for its own account and Buyer is qualified to purchase the Securities Debentures under the laws of its jurisdiction the State of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdictionWisconsin; (iiic) All offers and sales of any of the Securities Debentures by Buyer shall be made in compliance with any applicable securities laws of any applicable state or local authority having jurisdiction and in accordance with Rule 504, as applicable, of Regulation D or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration; (ivd) Buyer understands that the Securities Debentures are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions exemptions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions exemptions and the suitability of Buyer and any subsequent purchaser from Buyer to acquire the SecuritiesDebentures; (ve) Buyer shall comply with Rule 504 promulgated under Regulation DD and all state securities laws and regulations of the State of Wisconsin; (vif) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction transactions contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (viig) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Debentures and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer Buyer or any of its properties or assets; (viiih) All invitations, offers and sales of of, or in respect of, all or any portion of the SecuritiesDebentures or the Common Stock (as hereinafter defined) into which the Debentures are convertible by Buyer, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it of all or any portion of the Securities Debentures or such Common Stock will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by be made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer offer, sale or resale of the DebenturesDebentures or such Common Stock; (ixi) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (xj) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the SecuritiesDebentures; (xik) Buyer has had an opportunity to receive and review all material information and financial data and to discuss with the officers of Seller, Seller all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xiil) Buyer acknowledges that the purchase of the Securities involve Debentures involves a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the SecuritiesDebentures. Buyer understands that the Securities Debentures are not being registered under the 1933 Act, or under any state securities laws, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; and; (xiiim) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of 871(h)(3)(B)of the U.S. Internal Revenue Code) of Seller; (n) Buyer acknowledges and agrees that the transactions contemplated by this Agreement have taken place solely and exclusively within the State of Wisconsin; and (o) Buyer has received true copies of the Form D in the form and content which the Seller represents will be filed with the SEC.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebentureDebentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (ia) Buyer is not, and on the closing date Closing Date will not be, an affiliate of Seller; Seller ; (iib) Buyer is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the 1933 Act, and is purchasing the Securities Debentures for its own account account, and not for resale, and Buyer is qualified to purchase the Securities Debentures under the laws of its jurisdiction the State of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdiction; Colorado; -2- (iiic) All offers and sales of any of the Securities Debentures by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D or pursuant to registration of the securities under the 1933 Act or pursuant to an exemption from registration; registration thereunder; (ivd) Buyer understands that the Securities Debentures are not registered under the 1933 Act and are being offered and sold to it the Buyer in reliance on specific exclusions exemptions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions exemptions and the suitability of Buyer Buyer, and any purchaser from Buyer subsequent Holder, as such terms is defined in Exhibit A to this Agreement, of one or more of the Debentures, to acquire the Securities; Debentures; (v) Buyer shall comply with Rule 504 promulgated under Regulation D; (vie) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; ; (viif) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Debentures and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer or any of its properties or assets; ; (viiig) All invitations, offers and sales of or in respect of, any of the SecuritiesDebentures, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities Debentures will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by be made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the Debentures; ; (ixh) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; ; (xi) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the Securities; Debentures; -3- (xij) Buyer has had an opportunity to receive and review all material information and financial data and to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. , and (xiik) Buyer acknowledges that the purchase of the Securities Debentures involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the SecuritiesDebentures. Buyer understands that the Securities Debentures are not being registered under the 1933 Act, or under any state securities laws, that no federal or state agency or any other government agency has passed on or made any recommendations or endorsement of the Debentures, and therefore, that Buyer must be able to bear the economic risk of this investment for an indefinite period of time; and (xiii) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebentureDebentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (ia) Buyer is not, and on the closing date will not be, an affiliate of Seller; (iib) Buyer is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the 1933 Act, and is purchasing the Securities Shares for its own account and Buyer is qualified to purchase the Securities Shares under the laws of its jurisdiction the State of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdictionColorado; (iiic) All offers and sales of any of the Securities Debentures by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration; (ivd) Buyer understands that the Securities Debentures are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions exemptions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions exemptions and the suitability of Buyer and any purchaser from Buyer to acquire the SecuritiesDebentures; (ve) Buyer shall comply with Rule 504 promulgated under Regulation D; (vif) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (viig) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Debentures and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer or any of its properties or assets; (viiih) All invitations, offers and sales of or in respect of, any of the SecuritiesDebentures, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities Debentures will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by be made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the Debentures; (ixi) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (xj) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the SecuritiesDebentures; (xik) Buyer has had an opportunity to receive and review all material information and financial data and to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xiil) Buyer acknowledges that the purchase of the Securities involve Debentures involves a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the SecuritiesDebentures. Buyer understands that the Securities Debentures are not being registered under the 1933 Act, or under any state securities laws, and therefore, therefore Buyer must bear the economic risk of this investment for an indefinite period of time; and; (xiiim) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller; and (n) Buyer acknowledges and agrees that the transactions contemplated by this Agreement have taken place solely and exclusively within the State of Colorado.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the DebenturePromissory Note, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer is not, and on the closing date will not be, an affiliate of Seller; (ii) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdiction; Buyer is not, and on the closing date will not be, an affiliate of Seller; (iiiii) All offers and sales ales of any of the Securities by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D 504 or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration. (iii) The transactions contemplated by this Agreement are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; (iv) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; (v) Buyer has not conducted or permitted and shall comply with Rule 504 promulgated under Regulation Dnot conduct or permit any general solicitation relating to the offer and sale of any of the Securities; (vi) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (vii) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Securities, and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State courtCourt, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer Buyer or any of its properties or assets; (viii) All invitationsinvitation, offers and sales of or in respect of, any of the SecuritiestheSecurities, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities will be in compliance with applicable laws and regulations, regulations and will be made in such a manner that no prospectus need be filed and no other filing need by be made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, country other than as required by Regulation D and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the DebenturesRule 504 thereunder; (ix) The Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act other than as stated herein; (x) Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (x) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the Securities; (xi) Buyer has had an opportunity to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xii) Buyer acknowledges that the purchase of the Securities involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the Securities. Buyer understands that the Securities are not being registered under the 1933 Act, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; and (xiii) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller.

Buyer Representations and Covenants Access to Information. In connection with the purchase and sale of the Debenture, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (ia) Buyer is not, and on the closing date will not be, an affiliate of Seller; (iib) Buyer is an "accredited investor" as defined in Rule 501 of Regulation D promulgated under the 1933 Act, and is purchasing the Securities Shares for its own account and Buyer is qualified to purchase the Securities Shares under the laws of its jurisdiction the State of residence, and the offer and sale of the Securities will not violate the securities laws or other laws of such jurisdictionColorado; (iiic) All offers and sales of any of the Securities Debentures by Buyer shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 504, as applicable, of Regulation D or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration; (ivd) Buyer understands that the Securities Debentures are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions exemptions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions exemptions and the suitability of Buyer and any purchaser from Buyer to acquire the SecuritiesDebentures; (ve) Buyer shall comply with Rule 504 promulgated under Regulation D; (vif) Buyer has the full right, power and authority to enter into this Agreement and to consummate the transaction contemplated herein. This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; (viig) The execution and delivery of this Agreement and the consummation of the purchase of the Securities Debentures and the transactions contemplated by this Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms or provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over buyer or any of its properties or assets; (viiih) All invitations, offers and sales of or in respect of, any of the SecuritiesDebentures, by Buyer and any distribution by Buyer of any documents relating to any invitation, offer or sale by it of any of the Securities Debentures will be in compliance with applicable laws and regulations, will be made in such a manner that no prospectus need be filed and no other filing need by be made by Seller with any regulatory authority or stock exchange in any country or any political sub-division of any country, and Buyer will make no misrepresentations nor omissions of material fact in the invitation, offer or resale of the Debentures; (ixi) The Buyer (or others for whom it is contracting hereunder) has been advised to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations and it (or others for whom it is contracting hereunder) is solely responsible (and the Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation; (xj) Buyer understands that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the SecuritiesDebentures; (xik) Buyer has had an opportunity to receive and review all material information and financial data and to discuss with the officers of Seller, all matters relating to the securities, financial condition, operations and prospects of Seller and any questions raised by Buyer have been answered to Buyer's satisfaction. (xiil) Buyer acknowledges that the purchase of the Securities Debentures involve a high degree of risk. Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of purchasing the SecuritiesDebentures. Buyer understands that the Securities Debentures are not being registered under the 1933 Act, or under any state securities laws, and therefore, Buyer must bear the economic risk of this investment for an indefinite period of time; and; (xiiim) Buyer is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the U.S. Internal Revenue Code) of Seller; and (n) Buyer acknowledges and agrees that the transactions contemplated by this Agreement have taken place solely and exclusively within the State of Colorado.