Common use of BUYER'S REPRESENTATIONS AND COVENANTS Clause in Contracts

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows: (i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing the Shares for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3). Buyer understands that the offer and sale of the Shares are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced herein. Buyer is aware that the purchase of the Shares involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares subscribed for, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of the purchase of the Shares will continue to have significant assets exclusive of the Shares. Buyer has not been organized for the sole purpose of acquiring the Shares; (iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (v) Buyer understands that the Shares are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of Buyer set forth herein in order to determine the applicability of such provisions; (vi) Buyer agrees that for a period of two (2) years from the date of Closing it shall not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (any of the foregoing, a "Short-Sale") that Buyer does not own as of such date; provided, however, that no such restriction shall apply to any Shares upon the conversion of any Series A Preferred Stock; (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ix) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B. (x) Buyer has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement; and (xi) Buyer understands that neither the Shares nor the shares of Common Stock issuable upon conversion have been registered under the Securities Act and therefore it cannot dispose of any or all of the Shares or Common Stock unless and until such Shares or Common Stock, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available. Buyer acknowledges that a legend substantially as follows will be placed on the certificates representing the Shares and/or Common Stock: THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows: (i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing understands that the offer and sale of the Shares for its own account for investment purposes and Option Shares (sometimes collectively referred to herein as the "Securities") are being made only by means of a prospectus, together with the final prospectus supplement, if any, relating to the offering of the Securities (collectively, the "Prospectus"), filed by Seller with the Securities and not with Exchange Commission (the "Commission") pursuant to Rule 424 under the Securities Act of 1933 (the "1933 Act"). The sale of the Securities, which are to be offered on a view towards distribution. Buyer understands and agrees that it must bear delayed or continuous basis pursuant to Rule 415 under the economic risks of its investment for an indefinite period of time. 1933 Act, are to be made solely pursuant to the Prospectus; (iii) Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3herein). Buyer understands that the offer and sale of the Shares are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of or Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced herein. Buyer is aware that the purchase of the Shares involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares Securities and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares Securities subscribed for, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of the purchase of the Shares will continue to have significant assets exclusive of the Shares. Buyer has not been organized for the sole purpose of acquiring the Shares; (iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (v) Buyer understands that the Shares Securities are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of Buyer set forth herein herein; (v) For as long as Buyer or any affiliate thereof is a holder of securities of Seller, neither Buyer nor any affiliate shall, directly or indirectly, bid for, purchase, contract to buy, acquire any option to purchase or otherwise acquire any Common Stock, warrants or other securities of the Company in order to determine the applicability of such provisionsopen market or otherwise, except in accordance with this Agreement or directly from Seller; (vi) Buyer agrees that for is not a period citizen or resident of two (2) years from the date United States of Closing it shall America, is not offer, sell, contract to sell, grant an entity organized under any option to purchase or otherwise dispose laws of any Common Stock (any state of the foregoing, a "Short-Sale") that Buyer United States of America and does not own as have offices in the United States of such dateAmerica; provided, however, that no such restriction shall apply to any Shares upon the conversion of any Series A Preferred Stock;and (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ix) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B. (x) Buyer has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement; and (xi) Buyer understands that neither the Shares nor the shares of Common Stock issuable upon conversion have been registered under the Securities Act and therefore it cannot dispose of any or all of the Shares or Common Stock unless and until such Shares or Common Stock, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available. Buyer acknowledges that a legend substantially as follows will be placed on the certificates representing the Shares and/or Common Stock: THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

BUYER'S REPRESENTATIONS AND COVENANTS. Each Buyer severally represents, warrants and covenants to Seller as follows: (i) This Agreement has been duly authorized, validly executed and delivered on behalf of each Buyer and is a valid and binding agreement of each Buyer enforceable in accordance with its terms, subject to general principles of equity and to the effect of bankruptcy or other similar laws affecting the enforcement of creditors' rights; (ii) Each Buyer is purchasing the Shares Debentures for its own account for investment purposes only and not with a view towards distribution. Each Buyer understands and agrees that it must bear the economic risks of its investment for an indefinite period of time. Each Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3below). Each Buyer understands that the offer and sale of the Shares Debentures are being made only by means of this Agreement. No representations or warranties have been made to either Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, them except as specifically set forth herein or as set forth in documents referenced herein. Each Buyer is aware that the purchase of the Shares Debentures involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Each Buyer has had the opportunity to ask questions of, of and receive answers and satisfactory to it from, Seller's management regarding Seller. Each Buyer understands that no federal Federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares Debentures and that no federal Federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Each Buyer, in making the decision to purchase the Shares Debentures subscribed for, has relied upon independent investigation investigations made by it and has not relied on any information or representations made by third partiesparties other than pursuant to this Agreement. Each Buyer has significant assets assets, and upon consummation of the purchase of the Shares Debentures, will continue to have significant assets exclusive of the SharesDebentures. Neither Buyer has not been organized for the sole purpose of acquiring the SharesDebentures; (iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Each Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (viv) Each Buyer understands that the Shares Debentures are being offered and sold to it in reliance on specific provisions of federal Federal and state securities laws and that Seller is relying in part upon the truth and accuracy of the representations, warranties, agreements, acknowledgements acknowledgments and understandings of each Buyer set forth herein in order to determine the applicability of such provisions; (viv) Buyer agrees that for a period of two (2) years from Each Buyer, in making the date of Closing it shall not offer, sell, contract to sell, grant any option decision to purchase or otherwise dispose of any Common Stock (any of the foregoingDebentures subscribed for, a "Short-Sale") that Buyer does not own as of such date; provided, however, that no such restriction shall apply to any Shares has relied upon the conversion of any Series A Preferred Stock; (vii) Buyer is capable of evaluating the risks independent investigations made by it and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ix) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B. (x) Buyer has not employed relied on any investment banker, broker information or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated representations made by third parties other than pursuant to this Agreement; and (xivi) Each Buyer understands that neither the Shares Debentures nor the shares of Common Stock issuable upon conversion Shares have been registered under the Securities Act and therefore it cannot dispose of any or all of the Debentures or the Shares unless such Debentures or Common Stock unless and until such Shares or Common Stock, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available. Each Buyer acknowledges that a legend substantially as follows will be placed on the certificates representing the Shares and/or Common StockShares: THE SECURITIES SHARES REPRESENTED HEREBY ARE RESTRICTED SECURITIES BY THIS CERTIFICATE HAVE BEEN ACQUIRED WITHOUT A VIEW TO THE DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES SHARES WILL NOT TRANSFER SUCH SECURITIES SHARES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER COMPANY THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows: (i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing the Shares Unit(s) for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3). Buyer understands that the offer and sale of the Shares Units are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced herein. Buyer is aware that the purchase of the Shares Units involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares Units and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares Units subscribed for, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of the purchase of the Shares Units will continue to have significant assets exclusive of the SharesUnits. Buyer has not been organized for the sole purpose of acquiring the SharesUnits; (iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (viv) Buyer understands that the Shares Units are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such provisions; (viv) Buyer agrees that for a period of two twelve (212) years months from the date of Closing it shall not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (any of the foregoing, a "Short-Sale") that Buyer does not own as of such date; provided, however, that no such restriction shall apply to any Shares to be issued to Buyer upon the conversion of any Series A Preferred StockStock or the exercise of any Warrants in the event Seller receives from Buyer, within five (5) business days after any such Sale, (x) a Notice of Conversion (as defined in the Certificate of Designations) with respect to such Preferred Stock or (y) the Election to Exercise with respect to such Warrants; (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ix) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B. (xvi) Buyer has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement; and (xivii) Buyer understands that neither the Shares Units, the Preferred Stock, the Warrants nor the shares of Common Stock issuable upon conversion into which the Preferred Stock is convertible (the "Equity Shares") have been registered under the Securities Act and therefore it cannot dispose of any or all of the Units, the Preferred Stock, the Warrants or the Equity Shares or Common Stock unless and until such Shares Units, Preferred Stock, Warrants or Common StockEquity Shares, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available, it being understood that subject to certain limitations, only the Equity Shares and Warrant Shares shall be required to be registered by Seller. Buyer acknowledges that a legend substantially as follows will be placed on the certificates representing the Preferred Stock, the Warrants, the Equity Shares and/or Common Stockand the Warrant Shares: THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows: (i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing the Shares for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment investments for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Disclosure Documents (as defined in Section 3). Buyer understands that the offer and sale of the Shares are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced hereinthe placement agent's agreement between the Seller and Equity Services, Ltd (the "Placement Agreement"). Buyer shall be a third party beneficiary of the representations, warranties and covenants made by Seller in the Placement Agreement. Buyer is aware that the purchase of the Shares involves a high degree of risk and that it may sustain, and has the financial ability to sustain, INVESTOR SUBSCRIPTION AGREEMENT OF VENTURI TECHNOLOGY ENTERPRISES, INC. 2 the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares subscribed for, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of the purchase of the Shares will continue to have significant assets exclusive of the Shares. Buyer has not been organized for the sole purpose of acquiring the Shares; (iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (v) Buyer understands that the Shares are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of Buyer set forth herein in order to determine the applicability of such provisions; (vi) Buyer agrees that for a period of two (2) years from the date of Closing it shall not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (any of the foregoing, a "Short-Sale") that Buyer does not own as of such date; provided, however, that no such restriction shall apply to any Shares upon the conversion of any Series A Preferred Stock; (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ixvii) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B."B"; (xviii) Buyer has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement; and (xiix) Buyer understands that neither the Shares nor the shares of Common Stock issuable upon conversion of the Series B Preferred Stock have been registered under the Securities Act and therefore it cannot dispose of any or all of the Shares or Common Stock unless and until such Shares or Common Stock, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available. Buyer acknowledges that a legend substantially as follows will be placed on the certificates representing the Shares and/or Common Stock: 3 THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows: (i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing the Shares Debentures for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3below). Buyer understands that the offer and sale of the Shares Debentures are being made only by means of this Agreement. No representations or warranties have been made to Buyer by the Seller, the officers or directors of the Seller, or any agent, employee or affiliate of any of them, them except as specifically set forth herein or as set forth in documents referenced herein. Buyer is aware that the purchase of the Shares Debentures involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, the Seller's management regarding the Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares Debentures and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares Debentures subscribed for, has relied upon independent investigation investigations made by it and has not relied on any information or representations made by third parties. Buyer has significant assets assets, and upon consummation of the purchase of the Shares Debentures, will continue to have significant assets exclusive of the SharesDebentures. Buyer has not been organized for the sole purpose of acquiring the SharesDebentures; (iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (viv) Buyer understands that the Shares Debentures are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that the Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such provisions; (v) Buyer, in making the decision to purchase the Debentures subscribed for, has relied upon independent investigations made by it and has not relied on any information or representations made by third parties; and (vi) Buyer agrees represents and covenants that for a period all of two (2) years from its trading in the date of Closing it shall not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (any securities of the foregoing, a "Short-Sale") that Buyer does not own as Seller will be in compliance with all applicable requirements of such date; provided, however, that no such restriction shall apply to any Shares upon the conversion of any Series A Preferred Stockfederal and state securities laws; (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ix) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B. (x) Buyer has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement; and (xi) Buyer understands that neither the Shares Debentures nor the shares of Common Stock issuable upon conversion Shares have been registered under the Securities Act and therefore it cannot dispose of any or all of the Debentures or the Shares unless such Debentures or Common Stock unless and until such Shares or Common Stock, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available. Buyer acknowledges that that, until an effective registration statement relating to the Shares is in place, a legend substantially as follows will be placed on the certificates representing the Shares and/or Common StockShares: THE SECURITIES SHARES REPRESENTED HEREBY ARE RESTRICTED SECURITIES BY THIS CERTIFICATE HAVE BEEN TAKEN WITHOUT A VIEW TO THE DISTRIBUTION THEREOF WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES SHARES WILL NOT TRANSFER SUCH SECURITIES SHARES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER COMPANY THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS. (viii) Neither Buyer nor any of its affiliates shall directly or indirectly maintain any short position in the Shares of the Seller until after the ninetieth (90th) day following the Closing.

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows: (i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing the Shares for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment investments for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Disclosure Documents (as defined in Section 3). Buyer understands that the offer and sale of the Shares are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced hereinthe placement agent's agreement between the Seller and Equity Services, Ltd. (the "Placement Agreement"). Buyer shall be a third party beneficiary of the representations, warranties and covenants made by Seller in the Placement Agreement. Buyer is aware that the purchase of the Shares involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares subscribed for, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of the purchase of the Shares will continue to have significant assets exclusive of the Shares. Buyer has not been organized for the sole purpose of acquiring the Shares; (iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (v) Buyer understands that the Shares are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of Buyer set forth herein in order to determine the applicability of such provisions; (vi) Buyer agrees that for a period of two (2) years from the date of Closing it shall not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (any of the foregoing, a "Short-Sale") that Buyer does not own as of such date; provided, however, that no such restriction shall apply to any Shares upon the conversion of any Series A Preferred Stock; (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ixvii) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B."B"; (xviii) Buyer has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement; and (xiix) Buyer understands that neither the Shares nor the shares of Common Stock issuable upon conversion of the Series C Preferred Stock have been registered under the Securities Act and therefore it cannot dispose of any or all of the Shares or Common Stock unless and until such Shares or Common Stock, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available. Buyer acknowledges that a legend substantially as follows will be placed on the certificates representing the Shares and/or Common Stock: THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows: (i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing the Shares (sometimes referred to herein as the "Securities") for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3). Buyer understands that the offer and sale of the Shares Securities are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced herein. Buyer is aware that the purchase of the Shares Securities involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it fromfrom Seller or its representatives, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares Securities and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares Securities subscribed for, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of the purchase of the Shares Securities will continue to have significant assets exclusive of the SharesSecurities. Buyer has not been organized for the sole purpose of acquiring the SharesSecurities; (iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (viv) Buyer understands that the Shares Securities are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of Buyer set forth herein in order to determine the applicability of such provisions; (viv) For as long as Buyer agrees that for or any affiliate thereof is a period holder of two (2) years from the date securities of Closing it Seller, neither Buyer nor any affiliate shall not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (any of the foregoing, a "Short-Sale") that Buyer or any affiliate does not own as of such date; provided, however, that no such restriction shall apply to any Shares issued upon the conversion of any Series A B Preferred Stock; (vi) Neither Buyer nor any affiliate has committed a Short-Sale of any security of Seller during the 30 days prior to the date hereof; (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ix) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B.C; (xix) Buyer has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement; and (xix) Buyer understands that neither the Shares nor the shares of Common Stock issuable upon conversion have been registered under the Securities Act and therefore it cannot dispose of any or all of the Shares or Common Stock unless and until such Shares or Common Stock, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available. Buyer acknowledges that a legend substantially as follows will be placed on the certificates representing the Shares and/or Common Stock: THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows: (i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing the Shares Unit(s) for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3). Buyer understands that the offer and sale of the Shares Units are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced herein. Buyer is aware that the purchase of the Shares Units involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares Units and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares Units subscribed for, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of the purchase of the Shares Units will continue to have significant assets exclusive of the SharesUnits. Buyer has not been organized for the sole purpose of acquiring the SharesUnits; (iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (viv) Buyer understands that the Shares Units are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such provisions; (viv) Buyer agrees that for a period of two twelve (212) years months from the date of Closing it shall not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (any of the foregoing, a "Short-Sale") that Buyer does not own as of such date; , provided, however, that no such restriction shall apply to any Shares to be issued to Buyer upon the conversion of any Series Debentures or the exercise of any Warrants in the event Seller receives from Buyer, within five (5) business days after any such Sale, (x) a Notice of Conversion (as defined in the form of Debenture attached as Exhibit A Preferred Stockto this Agreement) with respect to such Debentures or (y) the Election to Exercise with respect to such Warrants; (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ix) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B. (xvi) Buyer has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement; and (xivii) Buyer understands that neither the Shares Units, the Debentures, the Warrants nor the shares of Common Stock issuable upon conversion Shares have been registered under the Securities Act and therefore it cannot dispose of any or all of the Units, the Debentures, the Warrants or the Shares or Common Stock unless and until such Shares Units, Debentures, Warrants or Common StockShares, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available, it being understood that subject to certain limitations, only the Shares shall be registered by Seller. Buyer acknowledges that a legend substantially as follows will be placed on the certificates 3 representing the Shares and/or Common StockDebentures, the Warrants and the Shares: THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants hereby represents and covenants to Seller, as of the Effective Date, that: (a) Buyer is a corporation validly existing under the laws of the State of Ohio, and has corporate power and authority to enter into and perform all its obligations under this Contract. (b) Buyer's execution of this Contract, the consummation of the transaction contemplated hereby, and the performance and observance of the obligations of Buyer herein have been duly authorized by all requisite corporate or shareholder action of Buyer. The person(s) or entity(ies) executing this Contract on behalf of Buyer have been duly authorized and empowered to bind Buyer to this Contract, and the signature of no other person or entity is required to bind Buyer to this Contract. (c) Neither this Contract nor the consummation of the transaction contemplated by this Contract will violate or be in conflict with any provision of Buyer's articles of incorporation or organization, charter, bylaws, or any other agreement or instrument to which Buyer or any of its affiliates is a party or by which Buyer or any of its affiliates is bound or any judgment, decree, order, statute, rule or regulation applicable to Buyer. (d) This Contract constitutes the legal, valid and binding obligation of Buyer. (e) Any order, permission, consent, approval, license, authorization, registration or filing with, or exemption by, any governmental agency which is required for the execution, delivery or performance of this Contract by Buyer has been given or obtained. Buyer has satisfied itself that no filing or notice by it is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (15 U.S.C. 18a). (f) There are no bankruptcy or debtor relief proceedings pending, being contemplated, or threatened against Buyer as debtor. (g) Buyer has had, or shall have had prior to the Closing, the right to inspect the Properties and Buyer is acquiring Seller's interest in the Properties in their "AS IS, WHERE IS" condition without any representation or warranty as to the Properties, except for the express representations and covenants of Seller as follows:in Articles 5, 6, 7 and 8 of this Contract. (h) Buyer shall complete its Due Diligence Investigations to its own satisfaction within the time periods stated in this Contract. (i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing the Shares for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3). Buyer understands that the offer and sale of the Shares are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced herein. Buyer is aware that the purchase of the Shares involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares and that no federal or state governmental authority has recommended or endorsedmade, or will recommend or endorsemake during the Due Diligence Period, all arrangements necessary to have sufficient funds available to pay the investment herein. Buyer, in making the decision to purchase the Shares subscribed for, has relied upon independent investigation made by it Purchase Price and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of timely consummate the purchase of the Shares will continue to have significant assets exclusive of the Shares. contemplated by this Contract, and Buyer has not been organized acknowledges that obtaining financing for the sole purpose of acquiring the Shares; (iii) Buyer (a) Purchase Price is not a citizen or resident of the United States of America, (b) is not an entity organized condition to Buyer's obligations under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (v) Buyer understands that the Shares are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of Buyer set forth herein in order to determine the applicability of such provisions; (vi) Buyer agrees that for a period of two (2) years from the date of Closing it shall not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (any of the foregoing, a "Short-Sale") that Buyer does not own as of such date; provided, however, that no such restriction shall apply to any Shares upon the conversion of any Series A Preferred Stock; (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ix) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B. (x) Buyer has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this Agreement; and (xi) Buyer understands that neither the Shares nor the shares of Common Stock issuable upon conversion have been registered under the Securities Act and therefore it cannot dispose of any or all of the Shares or Common Stock unless and until such Shares or Common Stock, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available. Buyer acknowledges that a legend substantially as follows will be placed on the certificates representing the Shares and/or Common Stock: THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWSContract.

BUYER'S REPRESENTATIONS AND COVENANTS. (a) Buyer representsmakes the following representations and warranties in favor of Seller (whenever any representation or warranty is to the best of Buyer's actual knowledge, warrants it refers to only the current actual knowledge of Xxxxxx X. Xxxxx, Xxxxxxxxx Xxxxxx and covenants to Seller as follows:Xxxxxx Xxxxxx, without any independent investigation or inquiry and the knowledge of other people employed by or connected with Buyer cannot be the basis of a breach of any representation or warranty): (i) Buyer has full power and authority to execute, deliver and carry out the terms of this Agreement, and Buyer has taken all necessary action required by law to authorize the execution, delivery and performance of this Agreement. (ii) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer by Buyer, and, upon the execution and is a delivery by Seller, will constitute the legal, valid and binding agreement obligations of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing the Shares for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3). Buyer understands that the offer and sale of the Shares are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced herein. Buyer is aware that the purchase of the Shares involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares subscribed for, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of the purchase of the Shares will continue to have significant assets exclusive of the Shares. Buyer has not been organized for the sole purpose of acquiring the Shares;. (iii) To the best of Buyer's actual knowledge, there is no suit, action, arbitration, legal, administrative or other proceeding or inquiry, pending or threatened against or relating to Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized which could affect Buyer's ability to perform its obligations under any laws of any state of the United States of America, and (c) does not have offices in the United States of America;this Agreement. (iv) Neither the execution of this Agreement nor Buyer's performance under this Agreement shall constitute a breach or default under any agreement to which Buyer is an "accredited investor" within bound. (b) Provided that Buyer obtains title to the meaning MWD Wetlands Property as shown on Exhibit A hereto, Buyer agrees to use its best efforts to include restoration of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities ActBolsa Chica Lowlands Pocket" (as generally shown on the Site Plan) in the first phase of the restoration project consistent with the County of Orange's Wetland Restoration Plan or other wetland restoration plan approved by Seller, subject to compliance with NEPA/CEQA procedural requirements. To the extent funds are available for use from the Mesa Conservation Fund, the Buyer shall use its best efforts to first use such funds for the restoration of said ");pocket." The covenants contained in this Section 9(b) shall survive the Closing. (vc) Buyer understands that hereby agrees prior to the Shares are being offered and sold earlier of February 14, 1997 or the Closing, to it take no action the purpose of which is to cause the Certified 7/11/96 LCP to lapse or be modified to the detriment of Seller in reliance on specific provisions of federal and state securities laws and that Seller the event there is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of Buyer set forth herein in order to determine the applicability of such provisions;no Closing under this Agreement. (vid) Buyer hereby agrees that promptly after the Closing Date, Buyer will file with the Orange County Assessor a notice of exemption from taxation and a request for a period cancellation of two (2) years from the date of Closing it shall not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (any of the foregoing, a "Short-Sale") that Buyer does not own as of such date; provided, however, that no such restriction shall apply to any Shares upon the conversion of any Series A Preferred Stock; (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that taxes with respect to the remaining one-half Subject Property. 10. AS IS, WHERE IS CONDITION. Buyer agrees that, except for Seller's representations and warranties under Article 8 above, (i) it is purchasing the Subject Property on an "AS IS, WHERE IS" basis and based on its own investigation of the Shares purchasedSubject Property, including the shares of Common Stock issuable upon conversion thereof(ii) neither Seller nor Seller's employees, it shall not transfer such securities for one agents, brokers, representatives, managers, property managers, asset managers, officers, principals, attorneys or contractors (1collectively, "Seller's Representatives") year from the date of Closing; (ix) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B. (x) Buyer has not employed have made any investment bankerwarranty, broker representation or finder or incurred any liability for any brokerage feesguarantee, commissions or finder's fees in connection with the transactions contemplated by this Agreement; and (xi) Buyer understands that neither the Shares nor the shares of Common Stock issuable upon conversion have been registered under the Securities Act and therefore it cannot dispose of any or all of the Shares or Common Stock unless and until such Shares or Common Stockexpressed, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available. Buyer acknowledges that a legend substantially as follows will be placed on the certificates representing the Shares and/or Common Stock: THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.9

BUYER'S REPRESENTATIONS AND COVENANTS. Buyer represents, warrants and covenants to Seller as follows: (i) This Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement of Buyer enforceable in accordance with its terms, subject to general principles of equity and of bankruptcy or other laws affecting the enforcement of creditors' rights; (ii) Buyer is purchasing the Shares Units for its own account for investment purposes only and not with a view towards distribution. Buyer understands and agrees that it must bear the economic risks of its investment for an indefinite period of time. Buyer has received and carefully reviewed copies of the Public Documents (as defined in Section 3) and a letter from Seller setting forth certain non-public information dated February 25, 1997 (the "Letter"). Buyer understands that the offer and sale of the Shares Units are being made only by means of this Agreement. No representations or warranties have been made to Buyer by Seller, the officers or directors of Seller, or any agent, employee or affiliate of any of them, except as specifically set forth herein or as set forth in documents referenced herein. Buyer is aware that the purchase of the Shares Units involves a high degree of risk and that it may sustain, and has the financial ability to sustain, the loss of its entire investment. Buyer has had the opportunity to ask questions of, and receive answers satisfactory to it from, Seller's management regarding Seller. Buyer understands that no federal or state governmental authority has made any finding or determination relating to the fairness of an investment in the Shares Units and that no federal or state governmental authority has recommended or endorsed, or will recommend or endorse, the investment herein. Buyer, in making the decision to purchase the Shares Units subscribed for, has relied upon independent investigation made by it and has not relied on any information or representations made by third parties. Buyer has significant assets and upon consummation of the purchase of the Shares Units will continue to have significant assets exclusive of the SharesUnits. Buyer has not been organized for the sole purpose of acquiring the SharesUnits; (iii) Buyer (a) is not a citizen or resident of the United States of America, (b) is not an entity organized under any laws of any state of the United States of America, and (c) does not have offices in the United States of America; (iv) Buyer is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"); (viv) Buyer understands that the Shares Units are being offered and sold to it in reliance on specific provisions of federal and state securities laws and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of Buyer set forth herein in order to determine the applicability of such provisions; (viv) Buyer agrees that for a period of two eighteen (218) years months from the date of Closing it shall not offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Common Stock (any of the foregoing, a "Short-Sale") that Buyer does not own as of such date; , provided, however, that no such restriction shall apply to any Shares and/or Bonus Shares to be issued to Buyer upon the conversion of any Series Debentures or the exercise of any Warrants or Bonus Warrants in the event Seller receives from Buyer, within five (5) business days after any such Sale, (x) a Notice of Conversion (as defined in the form of Debenture attached as Exhibit A Preferred Stockto this Agreement) with respect to such Debentures or (y) the Election to Exercise with respect to such Warrants or Bonus Warrants, as the case may be; (vii) Buyer is capable of evaluating the risks and merits of this investment by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters; (viii) Buyer agrees that with respect to one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for six (6) months from the date of Closing. Buyer also agrees that with respect to the remaining one-half of the Shares purchased, including the shares of Common Stock issuable upon conversion thereof, it shall not transfer such securities for one (1) year from the date of Closing; (ix) Buyer shall execute the Registration Rights Agreement in the form attached hereto as Exhibit B. (xvi) Buyer has not employed any investment banker, broker or finder or incurred any liability for any brokerage fees, commissions or finder's fees in connection with the transactions contemplated by this AgreementAgreement except that Buyer has engaged and incurred a liability for a fee to XX Xxxxxxxx & Co. in connection with the transactions contemplated by this Agreement which Seller has agreed to pay; and (xivii) Buyer understands that neither the Units, the Debentures, the Warrants, the Bonus Warrants, the Shares nor the shares of Common Stock issuable upon conversion Bonus Shares have been registered under the Securities Act and therefore it cannot dispose of any or all of the Units, the Debentures, the Warrants, the Bonus Warrants, the Shares or Common Stock the Bonus Shares unless and until such Units, Debentures, Warrants, Bonus Warrants, Shares or Common StockBonus Shares, as the case may be, are subsequently registered under the Securities Act or exemptions from such registration are available, it being understood that subject to certain limitations, only the Shares and Bonus Shares shall be registered by Seller. Buyer acknowledges that a legend substantially as follows will be placed on the certificates representing the Debentures, the Warrants, the Bonus Warrants, the Shares and/or Common Stockand the Bonus Shares: THE SECURITIES REPRESENTED HEREBY ARE RESTRICTED SECURITIES WITHIN THE MEANING OF THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THE ISSUER OF THESE SECURITIES WILL NOT TRANSFER SUCH SECURITIES EXCEPT UPON RECEIPT OF EVIDENCE SATISFACTORY TO THE ISSUER THAT THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR THAT SUCH REGISTRATION IS NOT REQUIRED AND THAT SUCH TRANSFER WILL NOT VIOLATE ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.