Common use of Further Representations and Warranties Clause in Contracts

Further Representations and Warranties. The Investors (by their respective signatures) further hereby represent and warrant to the Company that: a. They understand that the shares of the Company Common Stock (collectively, the “Securities”) to be issued to them pursuant to this Agreement HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY; b. They are not an underwriter and would be acquiring the Securities solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; c. They are not a person in the United States of America and at the time the buy order was originated, were outside the United States of America and are not a citizen of the United States (a “U.S. person”) as that term is defined in Regulation S of the Securities Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act; d. They understand the speculative nature and risks of investments associated with the Company, and confirm that the acquisition of the Securities would be suitable and consistent with their investment program and that their financial position enables him or her to bear the risks of this investment; e. To the extent that any federal, and/or state securities laws shall require, they hereby agree that any securities acquired pursuant to this Agreement shall be without preference as to assets; f. The certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation S; g. They have had the opportunity to ask questions of the Company and have received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, they acknowledge receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity to question the appropriate executive officers or partners; h. They have satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides; i. They have adequate means of providing for their current needs and personal contingencies and have no need to sell the Securities acquired in the foreseeable future (that is at the time of the investment, they can afford to hold the investment for an indefinite period of time); j. They have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are capable of reading and interpreting financial statements. Further, they are “sophisticated investors” as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission; k. The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S; l. They are not a U. S. person within the meaning of Regulation S and are not acquiring the Shares for the account or benefit of any U. S. person; m. They hereby agree not to engage in any hedging transactions involving the securities described herein unless in compliance with the Securities Act and Regulation S promulgated thereunder; and n. They agree to resell such Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

Further Representations and Warranties. The Investors (by their respective signatures) further hereby represent and warrant to the Company that: a. They understand that the shares of the Company Common Stock (collectively, the “Securities”) to be issued to them pursuant to this Agreement HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY; b. They are not an underwriter and would be acquiring the Securities solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; c. They are not a person in the United States of America and at the time the buy order was originated, were outside the United States of America and are not a citizen of the United States (a “U.S. person”) as that term is defined in Regulation S of the Securities Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act; d. They understand the speculative nature and risks of investments associated with the Company, and confirm that the acquisition of the Securities would be suitable and consistent with their investment program and that their financial position enables him or her to bear the risks of this investment; e. To the extent that any federal, and/or state securities laws shall require, they hereby agree that any securities acquired pursuant to this Agreement shall be without preference as to assets; f. The certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation S; g. They have had the opportunity to ask questions of the Company and have received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, they acknowledge acknowledges receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity to question the appropriate executive officers or partners; h. They have satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides; i. They have adequate means of providing for their current needs and personal contingencies and have no need to sell the Securities acquired in the foreseeable future (that is at the time of the investment, they can afford to hold the investment for an indefinite period of time); j. They have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are capable of reading and interpreting financial statements. Further, they are “sophisticated investors” as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission; k. The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S; l. They are not a U. S. person within the meaning of Regulation S and are not acquiring the Shares for the account or benefit of any U. S. person; m. They hereby agree not to engage in any hedging transactions involving the securities described herein unless in compliance with the Securities Act and Regulation S promulgated thereunder; and n. They agree to resell such Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

Further Representations and Warranties. The Kao and the PPGCT Investors (by their respective signaturessignings on Schedule 2.1 (c) herein) further hereby represent and warrant to the Company that: a. They understand that the shares of the Company Common Stock (collectively, the “Securities”) to be issued to them pursuant to this Agreement HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY; b. They are not an underwriter and would be acquiring the Securities shares of Company Common Stock solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; c. They are not a person in the United States of America and at the time the buy order was originated, were outside the United States of America and are not a citizen of the United States (a “U.S. person”) as that term is defined in Regulation S of the Securities Act of 1933 and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities ActAct of 1933; d. They understand the speculative nature and risks of investments associated with the Company, and confirm that the acquisition of the Securities shares of Company Common Stock would be suitable and consistent with their investment program and that their financial position enables him or her to bear the risks of this investment; e. To the extent that any federal, and/or state securities laws shall require, they hereby agree that any securities acquired pursuant to this Agreement shall be without preference as to assets; f. The certificate for shares of the Securities Company Common stock will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation S; g. They have had the opportunity to ask questions of the Company and have received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, they acknowledge acknowledges receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity to question the appropriate executive officers or partners; h. They have satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides; i. They have adequate means of providing for their current needs and personal contingencies and have no need to sell the Securities shares of Company Common Stock acquired in the foreseeable future (that is at the time of the investment, they can afford to hold the investment for an indefinite period of time); j. They have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are capable of reading and interpreting financial statements. Further, they are “sophisticated investors” as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission; k. The offer and sale of the Securities shares of Company Common Stock referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S; l. They are not a U. S. person within the meaning of Regulation S and are not acquiring the Shares for the account or benefit of any U. S. person; m. They hereby agree not to engage in any hedging transactions involving the securities described herein unless in compliance with the Securities Act and Regulation S promulgated thereunder; and n. They agree to resell such Securities shares of Company Common Stock only in accordance with the provisions of Regulation S, pursuant to registration under the Securities ActAct of 1933, as amended, or pursuant to an available exemption from registration.

Further Representations and Warranties. The Investors (by their respective signatures) further hereby represent and warrant to the Company that: a. They understand that the shares of the Company Common Stock (collectively, the “Securities”) to be issued to them pursuant to this Agreement HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY; b. They are not an underwriter and would be acquiring the Securities solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; c. They are not a person in the United States of America and at the time the buy order was originated, were outside the United States of America and are not a citizen of the United States (or a “U.S. person”) ” as that term is defined in Regulation S of the Securities Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act; d. They understand the speculative nature and risks of investments associated with the Company, and confirm that the acquisition of the Securities would be suitable and consistent with their investment program and that their financial position enables him or her to bear the risks of this investment; e. To the extent that any federal, and/or state securities laws shall require, they hereby agree that any securities acquired pursuant to this Agreement shall be without preference as to assets; f. The certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation S; g. They have had the opportunity to ask questions of the Company and have received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, they acknowledge receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity to question the appropriate executive officers or partners; h. They have satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides; i. They have adequate means of providing for their current needs and personal contingencies and have no need to sell the Securities acquired in the foreseeable future (that is at the time of the investment, they can afford to hold the investment for an indefinite period of time); j. They have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are capable of reading and interpreting financial statements. Further, they are “sophisticated investors” as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission; k. The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S; l. They are not a U. S. person within the meaning of Regulation S and are not acquiring the Shares for the account or benefit of any U. S. person; m. They hereby agree do not have a short position in, or other hedged position with respect to engage in any hedging transactions involving the Securities, will not have a short position in, or other hedged position with respect to, the securities described herein unless in compliance with the Securities Act and Regulation S promulgated thereunder; and n. They agree to resell such Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

Further Representations and Warranties. The Investors (by their respective signatures) further hereby represent and warrant to the Company that: a. They understand that the shares of the Company Common Stock (collectively, the “"Securities”") to be issued to them pursuant to this Agreement HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY; b. They are not an underwriter and would be acquiring the Securities solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; c. They are not a person in the United States of America and at the time the buy order was originated, were outside the United States of America and are not a citizen of the United States (a “"U.S. person”") as that term is defined in Regulation S of the Securities Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act; d. They understand the speculative nature and risks of investments associated with the Company, and confirm that the acquisition of the Securities would be suitable and consistent with their investment program and that their financial position enables him or her to bear the risks of this investment; e. To the extent that any federal, and/or state securities laws shall require, they hereby agree that any securities acquired pursuant to this Agreement shall be without preference as to assets; f. The certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation S;5, g. They have had the opportunity to ask questions of the Company and have received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, they acknowledge receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity to question the appropriate executive officers or partners; h. They have satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides; i. They have adequate means of providing for their current needs and personal contingencies and have no need to sell the Securities acquired in the foreseeable future (that is at the time of the investment, they can afford to hold the investment for an indefinite period of time); j. They have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are capable of reading and interpreting financial statements. Further, they are “"sophisticated investors” " as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission; k. The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S; l. 1. They are not a U. S. person within the meaning of Regulation S and are not acquiring the Shares for the account or benefit of any U. S. person; m. They hereby agree not to engage in any hedging transactions involving the securities described herein unless in compliance with the Securities Act and Regulation S promulgated thereunder; and n. They agree to resell such Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

Further Representations and Warranties. The Investors (by their respective signatures) Each of LDD HK and each of the HK Shareholders further hereby represent acknowledges, represents and warrant warrants to the Company with respect to itself, himself or herself that: a. They understand that the shares of the Company Common Stock THE SHARES OF THE COMPANY COMMON STOCK (collectivelyCOLLECTIVELY, the THE “SecuritiesSECURITIES”) to be issued to them pursuant to this Agreement TO BE ISSUED TO THEM PURSUANT TO THIS AGREEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY; b. They are It, he or she is not an underwriter and each such holder would be acquiring the Securities solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; c. They are It, he or she is not a person in the United States of America and at the time the buy order was originated, were such holder was outside the United States of America and are is not a citizen of the United States (a “U.S. person”) as that term is defined in Regulation S of the Securities Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act; d. They understand It, he or she understands the speculative nature and risks of investments associated with the Company, and confirm confirms that the acquisition of the Securities would be suitable and consistent with their his or her investment program and that their financial position enables him or her to bear the risks of this investment; e. To the extent that any federal, and/or state securities laws shall require, they it, he or she hereby agree agrees that any securities acquired pursuant to this Agreement shall be without preference as to assets; f. The certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation SS and Regulation D; g. They have It, he or she has had the opportunity to ask questions of the Company and have has received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, they acknowledge receipt ofit, he or she has received: (1) all material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity to question the appropriate executive officers or partners; h. They have It, he or she has satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides; i. They have It, he or she has adequate means of providing for their his or her current needs and personal contingencies and have has no need to sell the Securities acquired in the foreseeable future (that is at the time of the investment, they it, he or she can afford to hold the investment for an indefinite period of time); j. They have It, he or she has sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are is capable of reading and interpreting financial statements. Further, they are it, he or she is a “sophisticated investorsShareholder” as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission; k. The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S; l. They are It, he or she is not a U. S. person within the meaning of Regulation S and are is not acquiring the Shares for the account or benefit of any U. S. person; m. They It, he or she hereby agree agrees not to engage in any hedging transactions involving the securities described herein unless in compliance with the Securities Act and Regulation S or Regulation D, as applicable, promulgated thereunder; and n. They agree It, he or she agrees to resell such Securities only in accordance with the provisions of Regulation SS or Regulation D, as applicable, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

Further Representations and Warranties. The Investors Investor (by their respective signatureshis signature) further hereby represent and warrant to the Company that: a. They understand He understands that the shares of the Company Common Stock (collectively, the “Securities”) to be issued to them him pursuant to this Agreement HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY; b. They are He is not an underwriter and would will be acquiring the Securities solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; c. They are His is not a person in the United States of America and at the time the buy order offer to purchase his shares of LTL was originated, were and was and is outside the United States of America and are is not a citizen of the United States (a “U.S. person”) as that term is defined in Regulation S of the Securities Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act; d. They understand He understands the speculative nature and risks of investments Investments associated with the Company, and confirm that the acquisition of the Securities would be suitable and consistent with their investment program and that their financial position enables him or her to bear the risks of this investment; e. To the extent that any federal, and/or state securities laws shall require, they he hereby agree agrees that any securities acquired pursuant to this Agreement shall be without preference as to assets; f. The certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation S; g. They have He has had the opportunity to ask questions of the Company and have received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, they acknowledge he acknowledges receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity to question the appropriate executive officers or partners; h. They have He has satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides; i. They have He has adequate means of providing for their his current needs and personal contingencies and have no need to sell the Securities acquired in the foreseeable future (that is at the time of the investment, they he can afford to hold the investment for an indefinite period of time); j. They have He has sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are is capable of reading and interpreting financial statements. Further, they are he is “sophisticated investors” as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission; k. The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S; l. They are His is not a U. S. U.S. person within the meaning of Regulation S and are is not acquiring the Shares for the account or benefit of any U. S. person; m. They He hereby agree agrees not to engage in any hedging transactions involving the securities described herein unless in compliance with the Securities Act and Regulation S promulgated thereunder; and n. They agree He agrees to resell such Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

Further Representations and Warranties. The Investors (by their respective signatures) further hereby represent and warrant to the Company that: a. They understand that the shares of the Company Common Stock (collectively, the “Securities”) to be issued to them pursuant to this Agreement HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY; b. They are not an underwriter and would be acquiring the Securities solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; c. They are not a person in the United States of America and at the time the buy order was originated, were outside the United States of America and are not a citizen of the United States (a “U.S. person”) as that term is defined in Regulation S of the Securities Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act; d. They understand the speculative nature and risks of investments associated with the Company, and confirm that the acquisition of the Securities would be suitable and consistent with their investment program and that their financial position enables him or her to bear the risks of this investment; e. To the extent that any federal, and/or state securities laws shall require, they hereby agree that any securities acquired pursuant to this Agreement shall be without preference as to assets; f. The certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation SS or Regulation D; g. They have had the opportunity to ask questions of the Company and have received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, they acknowledge receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity to question the appropriate executive officers or partners; h. They have satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides; i. They have adequate means of providing for their current needs and personal contingencies and have no need to sell the Securities acquired in the foreseeable future (that is at the time of the investment, they can afford to hold the investment for an indefinite period of time); j. They have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are capable of reading and interpreting financial statements. Further, they are “sophisticated investors” as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission; k. The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S; l. They are not a U. S. person within the meaning of Regulation S and are not acquiring the Shares for the account or benefit of any U. S. person; m. They hereby agree not to engage in any hedging transactions involving the securities described herein unless in compliance with the Securities Act and Regulation S promulgated thereunder; and n. They agree to resell such Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

Further Representations and Warranties. The Investors (by their respective signatures) further hereby represent and warrant to the Company that: a. They understand that the shares of the Company Common Stock (collectively, the “Securities”) to be issued to them pursuant to this Agreement HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY; b. They are not an underwriter and would be acquiring the Securities solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; c. They are not a person in the United States of America and at the time the buy order was originated, were outside the United States of America and are not a citizen of the United States (or a “U.S. person”) ” as that term is defined in Regulation S of the Securities Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act; d. They understand the speculative nature and risks of investments associated with the Company, and confirm that the acquisition of the Securities would be suitable and consistent with their investment program and that their financial position enables him or her to bear the risks of this investment; e. To the extent that any federal, and/or state securities laws shall require, they hereby agree that any securities acquired pursuant to this Agreement shall be without preference as to assets; f. The certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation S; g. They have had the opportunity to ask questions of the Company and have received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, they acknowledge receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity to question the appropriate executive officers or partners; h. They have satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides; i. They have adequate means of providing for their current needs and personal contingencies and have no need to sell the Securities acquired in the foreseeable future (that is at the time of the investment, they can afford to hold the investment for an indefinite period of time); j. They have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are capable of reading and interpreting financial statements. Further, they are “sophisticated investors” as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission; k. The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S; l. They are not a U. S. person within the meaning of Regulation S and are not acquiring the Shares for the account or benefit of any U. S. person; m. They hereby agree not to engage in any hedging transactions involving the securities described herein unless in compliance with the Securities Act and Regulation S promulgated thereunder; and n. They agree to resell such Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.

Further Representations and Warranties. The Investors (by their respective signatures) further hereby represent and warrant to the Company that: a. They understand that the shares of the Company Common Stock THE SHARES OF THE COMPANY COMMON STOCK (collectivelyCOLLECTIVELY, the THE “SecuritiesSECURITIES”) to be issued to them pursuant to this Agreement TO BE ISSUED TO THEM PURSUANT TO THIS AGREEMENT HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCIES AND NO REGISTRATION STATEMENT HAS BEEN FILED WITH ANY REGULATORY AGENCY; b. They are not an underwriter and would be acquiring the Securities solely for investment for his or her own account and not with a view to, or for, resale in connection with any distribution within the meaning of the federal securities act, the state securities acts or any other applicable state securities acts; c. They are not a person in the United States of America and at the time the buy order was originated, were outside the United States of America and are not a citizen of the United States (a “U.S. person”) as that term is defined in Regulation S of the Securities Act and was not formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act; d. They understand the speculative nature and risks of investments associated with the Company, and confirm that the acquisition of the Securities would be suitable and consistent with their investment program and that their financial position enables him or her to bear the risks of this investment; e. To the extent that any federal, and/or state securities laws shall require, they hereby agree that any securities acquired pursuant to this Agreement shall be without preference as to assets; f. The certificate for shares of the Securities will contain a legend that transfer is prohibited except in accordance with the provisions of Regulation S; g. They have had the opportunity to ask questions of the Company and have received all information from the Company to the extent that the Company possessed such information, necessary to evaluate the merits and risks of any investment in the Company. Further, they acknowledge receipt of: (1) all material books, records and financial statements of the Company; (2) all material contracts and documents relating to the proposed transaction; (3) all documents and reports filed with the Commission; and, (4) an opportunity to question the appropriate executive officers or partners; h. They have satisfied the suitability standards and securities laws imposed by the government of the respective country he or she resides; i. They have adequate means of providing for their current needs and personal contingencies and have no need to sell the Securities acquired in the foreseeable future (that is at the time of the investment, they can afford to hold the investment for an indefinite period of time); j. They have sufficient knowledge and experience in financial matters to evaluate the merits and risks of this investment and further, are capable of reading and interpreting financial statements. Further, they are “sophisticated investors” as that term is defined in applicable court cases and the rules, regulations and decisions of the United States Securities and Exchange Commission; k. The offer and sale of the Securities referred to herein is being made outside the United States within the meaning of and in full compliance with Regulation S; l. They are not a U. S. person within the meaning of Regulation S and are not acquiring the Shares for the account or benefit of any U. S. person; m. They hereby agree not to engage in any hedging transactions involving the securities described herein unless in compliance with the Securities Act and Regulation S promulgated thereunder; and n. They agree to resell such Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an available exemption from registration.