Common use of Buyer Representations Clause in Contracts

Buyer Representations. The Buyer represents and warrants that: (i) The Buyer is purchasing the Shares for the Buyer’s own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares. The Buyer has no present intention of selling or otherwise disposing of all or any portion of the Shares. (ii) he Buyer is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (iii) The Buyer is fully aware of: (A) the highly speculative nature of the Shares; (B) the financial hazards involved in investing in the Shares; (C) the lack of liquidity of the Shares and the restrictions on transferability of the Shares; and (D) the tax consequences to the Buyer of acquiring the Shares. (iv) By reason of the Buyer’s business or financial experience, the Buyer is capable of evaluating the merits and risks of this purchase, has the ability to protect the Buyer’s own interests in this transaction and is financially capable of bearing a total loss of the Shares. (v) To the Buyer’s knowledge, neither Buyer nor any of its officers, directors, employees or agents has (A) engaged in, or become interested in the transactions contemplated by this Agreement as a result of any general solicitation, or (B) published any advertisement in connection with the offer and sale of the Shares. (vi) The Buyer understands that the Shares it is purchasing are characterized as “restricted securities” under United States’ federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In connection with this, the Buyer represents that it is familiar with Securities and Exchange Commission (the “SEC”) Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (vii) The Buyer understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Shares. (viii) The Buyer is not nor will it be obligated for any finder’s fee or commission in connection with the Secondary Purchases. The Buyer agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Secondary Purchases (and the costs and expenses of defending against such liability or asserted liability) for which the Buyer or any of its officers, employees or representatives is responsible. (ix) The Buyer represents and warrants that at least two of its limited partners have at least $1 billion U.S. Dollars under management.

Buyer Representations. The Buyer hereby represents and warrants thatto the Company as follows: (ia) The Buyer is purchasing has the Shares for requisite power and authority to enter into and perform each of this Agreement. (b) The execution and delivery of each of this Agreement by the Buyer’s own account, for investment purposes only and not the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by all requisite action and no further consent or authorization on the part of Buyer is required. (c) This Agreement has been duly executed and delivered by Buyer. (d) This Agreement constitutes a valid and binding obligation of the Buyer enforceable against the Buyer in accordance with a view its terms, except as such enforceability may be limited by general principals of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or for sale in connection with, a distribution affecting generally the enforcement of the Shares. The Buyer has no present intention of selling or otherwise disposing of all or any portion of the Sharescreditors rights and remedies. (iie) he Buyer understands that neither the Note, the Additional Shares nor the securities into which the Note is an convertible (such securities into which the Note is convertible hereinafter referred to as the “accredited investor” as defined in Rule 501(aConversion Securities”) of Regulation D promulgated have not been registered under the Securities Act of 1933, as amended (the “Securities 1933 Act”), or the laws of any state. (iiif) The Buyer is fully aware of: (A) purchasing the highly speculative nature of Note and will acquire any Conversion Securities or Additional Shares for his own account for investment only and not with a view towards the Shares; (B) the financial hazards involved public sale or distribution thereof and not with a view to or for sale in investing in the Shares; (C) the lack of liquidity of the Shares and the restrictions on transferability of the Shares; and (D) the tax consequences to the Buyer of acquiring the Sharesconnection with any distribution thereof. (ivg) By Buyer is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act, and (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the Buyer’s business or and financial experience, the Buyer is capable experience of evaluating the merits its officers (if an entity) and risks of this purchase, has the ability professional advisors to protect the Buyer’s its own interests in this transaction and is financially capable of bearing a total loss of the Shares. (v) To the Buyer’s knowledge, neither Buyer nor any of its officers, directors, employees or agents has (A) engaged in, or become interested in the transactions contemplated by this Agreement as a result of any general solicitation, or (B) published any advertisement in connection with the offer transactions described in this Agreement, and sale the related documents, and (iv) able to afford the entire loss of its investment in the SharesPurchased Securities. (vih) All subsequent offers and sales of the Note, the Conversion Securities and Additional Shares by Buyer shall be made pursuant to registration of the shares under the 1933 Act or pursuant to an exemption from registration. (i) Buyer understands that the Note is being offered and sold, and the Conversion Securities are being offered, to him in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and Buyer's compliance with, the representations, warranties, agreements, acknowledgments and understandings set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to acquire the Note and to receive an offer of the Conversion Securities. Buyer has relied solely upon the advice of his legal counsel as to the effect of federal and state securities laws on the transactions subject to this Agreement. (j) The Buyer understands that its investment in the Shares it is purchasing are characterized as “restricted securities” under United States’ federal securities laws Note and that under such laws and applicable regulations such securities may be resold without registration under the Conversion Securities Act only in certain limited circumstances. In connection with this, the Buyer represents that it is familiar with Securities and Exchange Commission (the “SEC”) Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Actinvolves a high degree of risk. (viik) The Buyer understands that no public market now exists for United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the SharesNote or Conversion Securities. (viii) The Buyer is not nor will it be obligated for any finder’s fee or commission in connection with the Secondary Purchases. The Buyer agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Secondary Purchases (and the costs and expenses of defending against such liability or asserted liability) for which the Buyer or any of its officers, employees or representatives is responsible. (ix) The Buyer represents and warrants that at least two of its limited partners have at least $1 billion U.S. Dollars under management.

Buyer Representations. The Each Buyer represents represents, warrants and warrants thatcovenants as follows: (ia) Such Buyer is a natural person, and if other than a natural person, is duly formed, validly existing and in good standing under the laws of the state of its formation. Such Buyer has the legal capacity and authority to execute and deliver this Agreement and the Joinder Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Such Buyer has taken all action on the part of such Buyer necessary for the execution and delivery of this Agreement and the Joinder Agreement, the performance of all obligations of such Buyer to be performed as of the Closing and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Joinder Agreement have been duly executed and delivered by such Buyer and constitute valid and legally binding obligations of such Buyer, enforceable against such Buyer in accordance with their respective terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act and is purchasing the applicable Shares for the Buyer’s its own account, account for investment purposes only only, and not with a view to, or for sale in connection with, a any distribution of such Shares in violation of the SharesSecurities Act or applicable state securities laws, or any rule or regulation thereunder. (c) The Buyer acknowledges that (i) Waxxxx Xnnovation currently may have, and later may come into possession of, information with respect to the Shares and the Company that is not known to the Buyer and that many be material to a decision to sell the Shares ("Buyer Excluded Information"), (ii) Buyer has determined to purchase the Shares notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) neither Waxxxx Xnnovation nor the Company shall have any liability to Buyer, and Buyer waives and releases any claims that it might have against Waxxxx Xnnovation nor the Company with respect to Buyer Excluded Information. The Buyer has no present intention of selling or otherwise disposing of all or any portion had such opportunity as it has deemed adequate to obtain from representatives of the Shares. (ii) he Buyer Company such information as is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (iii) The Buyer is fully aware of: (A) the highly speculative nature of the Shares; (B) the financial hazards involved in investing in the Shares; (C) the lack of liquidity of the Shares and the restrictions on transferability of the Shares; and (D) the tax consequences necessary to the Buyer of acquiring the Shares. (iv) By reason of the Buyer’s business or financial experience, the Buyer is capable of evaluating permit it to evaluate the merits and risks of this purchaseits investment in the Company, and has the ability to protect the Buyer’s own interests in this transaction and is financially capable of bearing a total loss of the Sharesdone so. (v) To the Buyer’s knowledge, neither Buyer nor any of its officers, directors, employees or agents has (A) engaged in, or become interested in the transactions contemplated by this Agreement as a result of any general solicitation, or (B) published any advertisement in connection with the offer and sale of the Shares. (vid) The Buyer understands that the Company is not required to file periodic reports pursuant to the Securities Exchange Act of 1934 (the “1934 Act”), as amended. (e) The Buyer has sufficient experience in business, financial and investment matters and, in particular, investments in businesses similar to the Company, to be able to evaluate the risks involved in the purchase of the Shares it and to make an informed investment decision with respect to such purchase. (f) The Buyer can afford a complete loss of the value of the Shares and is purchasing able to bear the economic risk of holding such Shares for an indefinite period. (g) The Buyer understands that: (i) the Shares have not been registered under the Securities Act and are characterized as “restricted securities” within the meaning of Rule 144 under United States’ federal securities laws and that under such laws and applicable regulations such securities may the Securities Act; (ii) the Shares cannot be resold without registration sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act only or an exemption from registration is then available; (iii) in certain limited circumstances. In connection with thisany event, the Buyer represents transfer of the Shares is subject to restrictions under the Upside LLC Agreement; and (iv) there is no assurance that it is familiar any registration statement may ever be filed with Securities and Exchange Commission (the “SEC”) Rule 144, as presently in effect, and understands respect to the resale limitations imposed thereby and by of the Securities ActShares, or, if filed, will remain effective for a sufficient time to enable the Buyer to sell any or all of its Shares. (viih) The Buyer has consulted the Buyer’s own accountants, legal counsel and investment tax or other advisors as the Buyer deemed necessary in connection with the purchase of the Shares and has relied solely on the advice of such professionals and not on any information or statements from Waxxxx Xnnovation, JSW or the Company. (i) The Buyer understands that no public market now exists for neither the SEC nor any state securities commission or other governmental agency has reviewed or passed upon or made any recommendation or endorsement of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Shares. (viii) The Buyer is not nor will it be obligated for any finder’s fee or commission in connection with the Secondary Purchases. The Buyer agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Secondary Purchases (and the costs and expenses of defending against such liability or asserted liability) for which the Buyer Shares or any of its officers, employees or representatives is responsibleinvestment therein. (ix) The Buyer represents and warrants that at least two of its limited partners have at least $1 billion U.S. Dollars under management.

Buyer Representations. The Each Buyer represents represents, warrants and warrants thatcovenants as follows: (ia) Such Buyer is a natural person, and if other than a natural person, is duly formed, validly existing and in good standing under the laws of the state of its formation. Such Buyer has the legal capacity and authority to execute and deliver this Agreement and the Upside LLC Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Such Buyer has taken all action on the part of such Buyer necessary for the execution and delivery of this Agreement and the Upside LLC Agreement, the performance of all obligations of such Buyer to be performed as of the Closing and the consummation of the transactions contemplated hereby and thereby. This Agreement and the Upside LLC Agreement have been duly executed and delivered by such Buyer and constitute valid and legally binding obligations of such Buyer, enforceable against such Buyer in accordance with their respective terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, or (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. (b) The Buyer is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated pursuant to the Securities Act and is purchasing the applicable Shares for the Buyer’s its own account, account for investment purposes only only, and not with a view to, or for sale in connection with, a any distribution of such Shares in violation of the SharesSecurities Act or applicable state securities laws, or any rule or regulation thereunder. (c) The Buyer acknowledges that (i) Wxxxxx Innovation currently may have, and later may come into possession of, information with respect to the Shares and the Company that is not known to the Buyer and that many be material to a decision to sell the Shares ("Buyer Excluded Information"), (ii) Buyer has determined to purchase the Shares notwithstanding its lack of knowledge of Buyer Excluded Information and (iii) neither Wxxxxx Innovation nor the Company shall have any liability to Buyer, and Buyer waives and releases any claims that it might have against Wxxxxx Innovation nor the Company with respect to Buyer Excluded Information. The Buyer has no present intention of selling or otherwise disposing of all or any portion had such opportunity as it has deemed adequate to obtain from representatives of the Shares. (ii) he Buyer Company such information as is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”). (iii) The Buyer is fully aware of: (A) the highly speculative nature of the Shares; (B) the financial hazards involved in investing in the Shares; (C) the lack of liquidity of the Shares and the restrictions on transferability of the Shares; and (D) the tax consequences necessary to the Buyer of acquiring the Shares. (iv) By reason of the Buyer’s business or financial experience, the Buyer is capable of evaluating permit it to evaluate the merits and risks of this purchaseits investment in the Company, and has the ability to protect the Buyer’s own interests in this transaction and is financially capable of bearing a total loss of the Sharesdone so. (v) To the Buyer’s knowledge, neither Buyer nor any of its officers, directors, employees or agents has (A) engaged in, or become interested in the transactions contemplated by this Agreement as a result of any general solicitation, or (B) published any advertisement in connection with the offer and sale of the Shares. (vid) The Buyer understands that the Company is not required to file periodic reports pursuant to the Securities Exchange Act of 1934 (the “1934 Act”), as amended. (e) The Buyer has sufficient experience in business, financial and investment matters and, in particular, investments in businesses similar to the Company, to be able to evaluate the risks involved in the purchase of the Shares it and to make an informed investment decision with respect to such purchase. (f) The Buyer can afford a complete loss of the value of the Shares and is purchasing able to bear the economic risk of holding such Shares for an indefinite period. (g) The Buyer understands that: (i) the Shares have not been registered under the Securities Act and are characterized as “restricted securities” within the meaning of Rule 144 under United States’ federal securities laws and that under such laws and applicable regulations such securities may the Securities Act; (ii) the Shares cannot be resold without registration sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act only or an exemption from registration is then available; (iii) in certain limited circumstances. In connection with thisany event, the Buyer represents transfer of the Shares is subject to restrictions under the Upside LLC Agreement; and (iv) there is no assurance that it is familiar any registration statement may ever be filed with Securities and Exchange Commission (the “SEC”) Rule 144, as presently in effect, and understands respect to the resale limitations imposed thereby and by of the Securities ActShares, or, if filed, will remain effective for a sufficient time to enable the Buyer to sell any or all of its Shares. (viih) The Buyer has consulted the Buyer’s own accountants, legal counsel and investment tax or other advisors as the Buyer deemed necessary in connection with the purchase of the Shares and has relied solely on the advice of such professionals and not on any information or statements from Wxxxxx Innovation, JSW or the Company. (i) The Buyer understands that no public market now exists for neither the SEC nor any state securities commission or other governmental agency has reviewed or passed upon or made any recommendation or endorsement of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Shares. (viii) The Buyer is not nor will it be obligated for any finder’s fee or commission in connection with the Secondary Purchases. The Buyer agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Secondary Purchases (and the costs and expenses of defending against such liability or asserted liability) for which the Buyer Shares or any of its officers, employees or representatives is responsibleinvestment therein. (ix) The Buyer represents and warrants that at least two of its limited partners have at least $1 billion U.S. Dollars under management.

Buyer Representations. The Buyer represents and warrants to Seller that: (ia) The Buyer is purchasing a limited partnership duly organized and validly existing under the Shares for laws of the State of Delaware having the legal capacity to enter into and perform its obligations under this Agreement; (b) the execution and performance by Buyer of this Agreement has been duly authorized by all necessary corporate action; (c) this Agreement has been duly executed by Buyer and, assuming the due authorization and execution of this Agreement by Seller, constitutes the legal, valid and binding obligation of Buyer’s own account, for investment purposes only and not enforceable against Buyer in accordance with a view toits terms; (d) neither the execution of this Agreement by Buyer nor the performance by Buyer of its respective obligations hereunder will conflict with or result in any breach of, or for sale in connection withconstitute a violation of or default under, a distribution any applicable law, the charter or by-laws of the Shares. The Buyer has no present intention of selling or otherwise disposing of all Buyer, or any portion indenture, mortgage, deed of the Shares.trust, or other instrument or agreement (including, without limitation, any negative pledge or similar clause), to which Buyer or any of its affiliates is a party, or by which any of them may be bound, or to which any of their property or assets may be subject; (iie) he Buyer no lawsuit or other proceeding is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933pending or, as amended (the “Securities Act”). (iii) The Buyer is fully aware of: (A) the highly speculative nature of the Shares; (B) the financial hazards involved in investing in the Shares; (C) the lack of liquidity of the Shares and the restrictions on transferability of the Shares; and (D) the tax consequences to the knowledge of Buyer, threatened against Buyer of acquiring the Shares. (iv) By reason of the Buyer’s which, if determined adversely thereto, may materially and adversely affect its business or financial experience, condition or the Buyer is capable of evaluating the merits and risks of this purchase, has the ability to protect the Buyer’s own interests in this transaction and is financially capable of bearing a total loss consummation of the Shares. (v) To transactions contemplated by, or the Buyer’s knowledge, neither Buyer nor any performance of its officersobligations under, directorsthis Agreement; and no action or proceeding has been instituted, employees and no order, decree, injunction or agents judgment of any kind from any court or other governmental authority has (A) engaged inbeen issued, to avoid, restrain or become interested in any other manner prevent the consummation of the transactions contemplated by this Agreement; (f) Buyer delivered to Seller on the date hereof the Lyondell Guarantee, which has been duly authorized and executed by Lyondell, and which is in full force and effect in accordance with its terms; (g) Buyer is purchasing Oil hereunder exclusively for processing by Buyer at the Refinery; (h) Buyer has not been contacted by or negotiated with any finder, broker or other intermediary for the purchase of Oil hereunder, and no person or entity is entitled to any compensation with respect to this Agreement as a result or the sale of Oil hereunder; and (i) no director, employee or agent of Buyer has given or will give any general solicitationcommission, fee, rebate, gift or (B) published any advertisement entertainment of significant value in connection with this Agreement, it being agreed that representatives of Seller may audit the offer and sale applicable records of the Shares. (vi) The Buyer understands that the Shares it is purchasing are characterized as “restricted securities” under United States’ federal securities laws and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In connection with this, the Buyer represents that it is familiar with Securities and Exchange Commission (the “SEC”) Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (vii) The Buyer understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist solely for the Sharespurpose of determining whether there has been compliance with this clause (i). (viii) The Buyer is not nor will it be obligated for any finder’s fee or commission in connection with the Secondary Purchases. The Buyer agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Secondary Purchases (and the costs and expenses of defending against such liability or asserted liability) for which the Buyer or any of its officers, employees or representatives is responsible. (ix) The Buyer represents and warrants that at least two of its limited partners have at least $1 billion U.S. Dollars under management.

Buyer Representations. The Each Buyer, severally and not jointly, represents and warrants as follows: (a) Such Buyer represents and warrants to Seller and the Company that: : (i) The Buyer it is (A) an institutional “accredited investor” as defined in Rule 501(a) promulgated under the Securities Act and (B) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act; (ii) it has sufficient knowledge and experience in investing in companies similar to the Company so as to be able to evaluate the risks and merits of its investment in the Company and it is able financially to bear the risks thereof; (iii) it has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management; (iv) all documents, records, and information pertaining to its investment in the Common Stock and the Company that have been requested by it, if any, have been made available or delivered to it prior to the date hereof; (v) its financial condition is such that it is able to bear the risk of holding the Shares for an indefinite period of time and can bear the loss of the entire investment in such Shares; (vi) it is not purchasing the Shares as the result of any form of general solicitation or general advertising or as a result of such Buyer’s review of public filings by the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 2.1 of this Agreement, the representations and warranties of the Seller in Section 2.2 of this Agreement, or the right of the Buyers to rely thereon. (b) This Agreement is made in reliance upon such Buyer’s express representations, which it hereby represents and warrants to the Company and Seller, that (i) the Shares being purchased by such Buyer are being acquired for the such Buyer’s own account, account (and not on behalf of any other person or entity) for the purpose of investment purposes only and not with a view to, or for sale in connection with, a the distribution of the Shares. The Buyer has no thereof, nor with any present intention of distributing or selling or otherwise disposing of all the Shares or any portion thereof, (ii) such Buyer was not organized for the specific purpose of acquiring the Shares and (iii) the Shares will not be sold by such Buyer without registration under the Securities Act or applicable state securities laws, or an exemption therefrom. (c) Such Buyer understands that the Shares being purchased by such Buyer hereunder have not been registered under the Securities Act or any state securities laws and are instead being offered and sold in reliance on an exemption from such registration requirements and may not be offered, sold, transferred, resold or otherwise disposed of, except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and any state securities laws. Such Buyer represents and warrants to the Company and Seller that, to such Buyer’s knowledge, such Buyer has not taken any action which could reasonably be expected to cause the sale of the Shares to fail to qualify as exempt from the registration requirements of the Securities Act. Such Buyer further understands that unless the Shares are being resold pursuant to an effective registration statement under the Securities Act, such Buyer will inform any subsequent purchaser of the Shares that the Shares being resold by such Buyer have not been registered under the Securities Act or any state securities laws and may not be offered, sold, transferred, resold or otherwise disposed of, except pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act and any state securities laws. Such Buyer further understands that such Buyer’s representations and warranties hereunder will not preclude disposition of the Shares without registration thereof, in compliance with Rule 144 promulgated under the Securities Act (“Rule 144”). Such Buyer understands and acknowledges, however, that there may not be available when such Buyer wishes to sell the Shares, or any portion thereof, the adequate current public information with respect to the Company which would permit offers or sales of such securities pursuant to Rule 144, and, therefore, compliance with the Securities Act or some other exemption from the registration and prospectus delivery requirements of the Securities Act may be required for any such offer or sale. Such Buyer also understands that Seller is an affiliate of the Company. (d) Such Buyer represents and warrants to the Company and Seller that (i) such Buyer is validly existing and in good standing under the laws of its jurisdiction of organization; (ii) such Buyer has all requisite power and authority to execute and deliver this Agreement; and (iii) this Agreement constitutes the valid and legally binding obligation of such Buyer, enforceable against such Buyer in accordance with its terms, subject to bankruptcy, reorganization, insolvency and other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity. (e) Such Buyer represents and warrants to the Company and Seller that such Buyer is not a party to any contract, agreement or understanding with any person that would give rise to a valid claim for a brokerage commission, finder’s fee or like payment in connection with the purchase of the Shares. (iif) he Such Buyer is an “accredited investor” as defined in Rule 501(a) acknowledges that there are no representations, warranties, agreements or undertakings of Regulation D promulgated under Seller or the Securities Act of 1933, as amended (the “Securities Act”). (iii) The Buyer is fully aware of: (A) the highly speculative nature of the Shares; (B) the financial hazards involved in investing in the Shares; (C) the lack of liquidity of the Shares and the restrictions on transferability of the Shares; and (D) the tax consequences Company with respect to the Buyer of acquiring the Shares. (iv) By reason of the Buyer’s business or financial experience, the Buyer is capable of evaluating the merits and risks of this purchase, has the ability to protect the Buyer’s own interests in this transaction and is financially capable of bearing a total loss of the Shares. (v) To the Buyer’s knowledge, neither Buyer nor any of its officers, directors, employees or agents has (A) engaged in, or become interested in the transactions contemplated by this Agreement as a result other than those set forth in this Agreement. Such Buyer acknowledges that neither the Company nor Seller has made any representation to such Buyer about the advisability of any general solicitation, the decision to purchase the Shares or (B) published any advertisement in connection with the offer and sale potential future value of the Shares. (vi) The . Such Buyer understands that the Shares it is purchasing are characterized as “restricted securities” under United States’ federal securities laws further represents and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act only in certain limited circumstances. In connection with this, the Buyer represents that it is familiar with Securities and Exchange Commission (the “SEC”) Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (vii) The Buyer understands that no public market now exists for any of the securities issued by warrants to the Company and that Seller that, in executing and delivering this Agreement, it has not relied on any statement or representation made by any legal counsel or investment advisor to, or other agent of, Seller or the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company has made no assurances that a public market will ever exist for in Section 2.1 of this Agreement, the Shares. (viii) The Buyer is not nor will it be obligated for any finder’s fee or commission in connection with the Secondary Purchases. The Buyer agrees to indemnify representations and hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out warranties of the Secondary Purchases (and Seller in Section 2.2 of this Agreement, or the costs and expenses right of defending against such liability or asserted liability) for which the Buyer or any of its officers, employees or representatives is responsibleBuyers to rely thereon. (ix) The Buyer represents and warrants that at least two of its limited partners have at least $1 billion U.S. Dollars under management.

Buyer Representations. The Buyer represents and warrants to Seller that: : (i) The Buyer is purchasing the Shares for the Buyer’s own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution of the Shares. The Buyer has no present intention of selling or otherwise disposing of all or any portion of the Shares. (ii) he Buyer is an “"accredited investor” ," as defined in Rule 501(a) of Regulation D promulgated 501 under the Securities Act of 1933, as amended 1933 (the “"Securities Act”"). ; (ii) Buyer is acquiring the Shares for Buyer's own account for investment with no present intention of distributing or reselling any such Shares with a view to any distribution within the meaning of the Securities Act; (iii) The Buyer is fully aware of: (A) has had the highly speculative nature opportunity to ask questions of Seller and of management of the Shares; (B) Company regarding the financial hazards involved in investing in the Shares; (C) the lack of liquidity of the Shares Company and the restrictions on transferability of the Shareshas received all information reasonably requested by it; and (D) the tax consequences to the Buyer of acquiring the Shares. (iv) By reason of the Buyer’s business or financial experience, the Buyer is capable of evaluating the merits and risks of this purchase, has the ability to protect the Buyer’s own interests in this transaction and is financially capable of bearing a total loss of the Shares. (v) To the Buyer’s knowledge, neither Buyer nor any of its officers, directors, employees or agents has (A) engaged in, or become interested in the transactions contemplated by this Agreement as a result of any general solicitation, or (B) published any advertisement in connection with the offer and sale of the Shares. (vi) The Buyer understands that the Shares it is purchasing are characterized as “restricted securities” under United States’ federal securities laws and that under such laws and applicable regulations such securities may be resold without registration have not been registered under the Securities Act only in certain limited circumstances. In connection with this, the Buyer represents that it is familiar with Securities and Exchange Commission (the “SEC”) Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. (vii) The Buyer understands that no public market now exists for or any of the state securities issued by the Company law and that the Company has made no assurances that certificate representing the Shares will bear an appropriate restrictive legend, as well as a public market will ever exist for legend subjecting all transfers of the Shares. (viii) The Buyer is not nor will it be obligated for any finder’s fee or commission in connection with Shares to the Secondary Purchasesterms of the Subscription Agreement. The Buyer agrees that it will not, directly or indirectly, voluntarily offer, sell, pledge or otherwise dispose of (or solicit any offers to indemnify and hold harmless purchase or otherwise acquire or take a pledge of) any Shares unless (i) registered pursuant to the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out provisions of the Secondary Purchases (Securities Act and the costs applicable state securities laws, or (ii) an exemption from registration is available under the Securities Act and expenses the applicable state securities laws. Buyer has full power and authority to enter into this Agreement and to carry out the transactions contemplated herein. This Agreement has been duly and validly executed and delivered by the Buyer, does not violate any document or agreement, does not require filing with or consent of defending against such liability or asserted liabilityany person and (assuming this Agreement is a legal, valid and binding obligation of Seller) for which the constitutes a legal, valid and binding obligation of Buyer or any of enforceable in accordance with its officers, employees or representatives is responsibleterms. (ix) The Buyer represents and warrants that at least two of its limited partners have at least $1 billion U.S. Dollars under management.