Common use of Offshore Transaction Clause in Contracts

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows: i) Buyer is not a natural person and is not organized under the laws of any jurisdiction within the United States, was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) principally for the purpose of investing in securities not registered under the 1933 Act and is not otherwise a U.S. Person. Buyer is not, and on the closing date will not be, an affiliate of Seller; ii) At the time the buy order was originated, Buyer was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; iii) No offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `Securities''), was made by Buyer in the United States; iv) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; v) All offers and sales of any of the Securities by Buyer prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Securities have been and will be offered or sold by Buyer to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty (40) day period commencing on the later of (x) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `Restricted Period''), as certified by Buyer to Seller; vi) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; vii) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities or securities of the same class as the Securities.

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer Subscriber represents and warrants to, and covenants and agrees with Seller as follows: to the Company that (i) Buyer Subscriber is not a natural person and "U.S. person" as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber is not organized under the laws of any jurisdiction within the United States, States and was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) principally for the purpose of investing in securities Regulation S Securities and is not registered under the 1933 Act and is not otherwise a U.S. Person. Buyer is not, and on the closing date will not be, an affiliate of Seller; ii) At the time the buy order was originated, Buyer was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; Act; (iii) No offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `Securities''), was made by Buyer in the United States; iv) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber was outside the United States; (iv) Subscriber is purchasing the Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer in the United States; (v) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales of the Shares prior to the expiration of a period commencing on the closing of the offering of the Shares and ending forty days thereafter shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of such Subscriber's jurisdiction; v) All offers . Subscriber is not a distributor or dealer. Subscriber and sales of its controlling persons agree to indemnify the Company for any of the Securities by Buyer prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Securities have been and will be offered or sold by Buyer to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty (40) day period commencing on the later of (x) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `Restricted Period''), as certified by Buyer to Seller; vi) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; vii) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities or securities of the same class as the Securitiesmisrepresentation contained herein.

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer PURCHASER represents and warrants to, and covenants and agrees with Seller to SELLER as follows: : (i) Buyer PURCHASER is not a natural person and “U.S. person” as that term is not organized under the laws of any jurisdiction within the United States, was not formed by a U.S. Person (as defined in Section 902(o) Rule 902 of Regulation S; (ii) principally for the purpose of investing in securities not registered under the 1933 Act and is not otherwise a U.S. Person. Buyer PURCHASER is not, and on the closing Closing date will not be, an affiliate of Seller; iiISSUER; (iii) At at the execution of this Agreement, as well as the time the buy order this transaction is or was originateddue, Buyer PURCHASER was outside the United States States, and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; iii) No no offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `Securities''), Shares was made by Buyer in the United States; ; (iv) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; v) All PURCHASER agrees that offers and sales of any of the Securities by Buyer prior to the end of the Restricted Period (as hereinafter defined) Shares shall not be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S to U.S. persons unless the Shares are registered or pursuant to registration of the Securities under the 1933 Act or pursuant to an a valid exemption from registration. In any case, none of the Securities have been registration can be relied on under applicable U.S. state and will be offered federal securities laws; (v) PURCHASER is not a distributor or sold by Buyer to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty dealer; (40) day period commencing on the later of (xvi) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `Restricted Period''), as certified by Buyer to Seller; vi) The transactions contemplated by this Offshore Agreement (a) hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by Buyer PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. Personperson, and (b) such transactions are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; ; (vii) Buyer understands all offering documents received by PURCHASER include statements to the effect that the Securities are Shares have not been registered under the Securities Act of 1933 Act and are being may not be offered and or sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; xto U.S. Persons (other than distributors as defined in Regulation S) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position unless the Shares are registered under the Securities Act of 1933 or other similar instrument or position with respect to any an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the Securities or securities date hereof, shall be true and accurate as of the same class as date of the Securitiesacceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER’s representations, warranties and agreements contained herein.

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer is not a natural person and GPC is not organized under the laws of any jurisdiction within or is not a citizen or resident of the United States, States and was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) principally for the purpose of investing in Regulation S securities, does not have any of its securities not registered under the 1933 Act Exchange Act, and is not otherwise a owned by U.S. Person. Buyer is not, Persons as defined in Regulation S and on the closing date will not be, an affiliate of Seller;herein. (ii) At the time the buy order to purchase the NEOTHERAPEUTICS Shares was originated, Buyer GPC was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement;States. (iii) No offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `Securities''), was made by Buyer in the United States; iv) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; v) All subsequent offers and sales of any of the Securities by Buyer prior to the end of the Restricted Period (as hereinafter defined) NEOTHERAPEUTICS Shares shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904Regulation S, as applicable, of Regulation S or pursuant to registration of the Securities securities under the 1933 Securities Act or pursuant to an exemption from such registration. In any case, none . (iv) GPC agrees that from the date hereof until after one year after the issuance of the Securities have been and will be offered or sold by Buyer toNEOTHERAPEUTICS Shares hereunder (the "Restrictive Period"), GPC agrees, upon any offer, sale, or transfer of the NEOTHERAPEUTICS Shares (including any interests therein), GPC, or any successor, or any Professional under its direction (as defined below) (except for sales of any NEOTHERAPEUTICS Shares registered under the account Securities Act or benefit of, otherwise exempt from such registration) (i) will not sell to a U.S. Person or within to an account of or for the United States until after the end benefit of the forty a U.S. Person or to anyone believed to be a U.S. Person; (40ii) day period commencing on the later of (x) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `Restricted Period''), as certified by Buyer to Seller; vi) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located engage in any efforts to sell the NEOTHERAPEUTICS Shares in the United States States; (iii) will, at the time the buy order or a purchaser which transfer is originated, believe the buyer or transferee is outside the United States; (iv) will send to any transferee who is a U.S. PersonProfessional, and (b) are not and will not be part of a plan whether acting as agent or scheme by Buyer, to evade the registration provisions of the 1933 Act; vii) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) aboveprincipal, a confirmation or other notice to the purchaser stating that the purchaser Professional is subject to the same restrictions on offers transfer to U.S. Persons or for the account of or benefit of U.S. Persons during the Restrictive Period as provided herein; and sales as Buyer pursuant to Section 109(c)(2)(iv(v) will not in connection with the common stock of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities NEOTHERAPEUTICS engage in the United States or elsewhere; x) This Offshore Agreement has been duly authorizedin any short selling, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its termsoption writing, subject to general principals of equity and to bankruptcy swaps, or other laws affecting the enforcement types of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the hedging transactions contemplated by this Offshore Agreement do or derivative transactions. NEOTHERAPEUTICS will not honor or register and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do honor or register any act; and xiv) Neither the Buyer nor any transfer in violation of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities or securities of the same class as the Securitiesthese provisions.

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows: i) Buyer is not a natural person and is not organized under the laws of any jurisdiction within the United States, was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) principally for the purpose of investing in securities not registered under the 1933 Act and is not otherwise a U.S. Person. Buyer is not, and on the closing date will not be, an affiliate of Seller; ii) At the time the buy order was originated, Buyer was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; iii) No offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `"Securities''"), was made by Buyer in the United States; iv) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; v) All offers and sales of any of the Securities by Buyer prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Securities have been and will be offered or sold by Buyer to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty (40) day period commencing on the later of (x) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `"Restricted Period''"), as certified by Buyer to Seller; vi) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; vii) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `"directed selling efforts''as efforts" as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities or securities of the same class as the Securities.

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer The Subscriber represents and warrants to, and covenants and agrees with Seller as follows: to the Company that (i) Buyer the Subscriber is not a natural person "U.S. person" as that term is defined in Rule 902(o) of Regulation S (a copy of which definition is attached as Exhibit B) and is not organized under the laws of any jurisdiction within the United States, Subscriber was not formed by a "U.S. Person (as defined in Section 902(o) of Regulation S) principally person" for the purpose of investing in securities not registered under the 1933 Act and is not otherwise a U.S. Person. Buyer is not, and on the closing date will not be, an affiliate of Seller; Act; (ii) At the time Securities were not offered to the buy order was originated, Buyer was outside Subscriber in the United States and is outside at the time of the United States as of the date of the execution and delivery of this Offshore Agreement; iii) No Subscription Agreement and of any offer to the Subscriber to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectivelySecurities hereunder, the `Securities''), Subscriber was made by Buyer in physically outside the United States; iv; (iii) Buyer the Subscriber is purchasing the Securities for its own account and Buyer is qualified to purchase not on behalf of or for the Securities under the laws benefit of its jurisdiction of residence, any U.S. person and the offer sale and sale of the Securities will not violate the securities or other laws of such jurisdiction; v) All offers and sales of any of the Securities by Buyer prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. In any case, none resale of the Securities have not been prearranged with any buyer in the United States; (iv) the Subscriber and will to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers, sales, pledges, assignments, or other dispositions of the Securities prior to the expiration of a period commencing on the Closing of last sale of Debentures in the Offering and ending forty days thereafter (the "Restricted Period") shall not be offered or sold by Buyer to, made to U.S. persons or for the account or benefit of, a of U.S. Person or within persons and shall otherwise be made in compliance with the United States until after the end provisions of the forty (40) day period commencing on the later of (x) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `Restricted Period''), as certified by Buyer to Seller; vi) The transactions contemplated by this Offshore Agreement (a) have Regulation S. Subscriber has not been and will not be pre-arranged by Buyer with engaged as a purchaser located distributor or dealer in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Buyer, with respect to evade the registration provisions of the 1933 Act; vii) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on this transaction. All offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will Subscriber during the Restricted Period enter into any put optionwill be made only in accordance with Rules 903 or 904 of Regulation S, short position or other similar instrument pursuant to a registration under the Act or position with respect to any an exemption therefrom. The Subscriber is a bona fide resident of or organization domiciled outside of the Securities or securities of the same class as the SecuritiesUnited States.

Offshore Transaction. In connection with the purchase and sale (i) no Subscriber is a "U.S. person" as that term is defined in Rule 902(o) of the Debentures, Buyer represents and warrants toRegulation S (a copy of which definition is attached as Exhibit C), and covenants and agrees with Seller as follows: i) Buyer no Subscriber is not a natural person and is not an entity organized or incorporated under the laws of any foreign jurisdiction within the United Statesby any "U.S. AIPN Subscription Agreement August 6, was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) 1997 person" principally for the purpose of investing in securities not registered under the 1933 Act Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and is who are not otherwise a U.S. Person. Buyer is notnatural persons, and on the closing date will not be, an affiliate of Sellerestates or trusts; (ii) At the Convertible Debentures and Warrant were not offered to any Subscriber in the United States and at the time of execution of this Subscription Agreement and the time the buy order was originated, Buyer was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; iii) No any offer to such Subscriber to purchase the Convertible Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectivelyand Warrant hereunder, the `Securities''), such Subscriber was made by Buyer in outside the United States; iv(iii) Buyer each Subscriber is purchasing the Securities for its own account and Buyer is qualified to purchase not on behalf of or for the Securities under the laws benefit of its jurisdiction of residence, any U.S. person and the offer and sale resale of the Securities will has not violate been prearranged with any buyer in the securities or other laws of such jurisdictionUnited States; v(iv) All each Subscriber agrees that all offers and sales of any of the Securities by Buyer Convertible Debentures and Debenture Shares prior to the end expiration of a period (the "Restricted Period Period") commencing on the Closing of this Offering and ending forty (as hereinafter defined40) days after the Closing Date shall not be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Securities have been and will be offered or sold by Buyer to, U.S. persons or for the account or benefit of, a of U.S. Person persons or within the United States until after and shall otherwise be made in compliance with the end provisions of Regulation S. No Subscriber has been engaged or acted as or on behalf of a distributor or dealer (and is not an affiliate of a distributor or dealer) with respect to this transaction; (v) each Subscriber agrees that all offers and sales of the Warrant Shares prior to the expiration of a period commencing on the date of issuance of the Warrant Shares under the Warrant following the exercise of the Warrant Rights and ending forty (40) day period commencing on the later of (x) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors days thereafter (the `"Warrant Restricted Period''), as certified by Buyer ") shall not be made to Seller;U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with provisions of Regulation S; and (vi) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; vii) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer each Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other a person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) aboveor Warrant Restricted Period, as applicable, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as Buyer the Subscriber pursuant to Section 109(c)(2)(iv901(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities or securities of the same class as the Securities.S.

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer is not a natural person and is not organized under the laws of any jurisdiction within the United States, was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) principally for the purpose of investing in securities not registered under the 1933 Act and is not otherwise a U.S. Person. Buyer is not, and on the closing date will not be, an affiliate Affiliate of Seller;. (ii) At the time the buy order for the UMI Shares was originated, Buyer was outside the United States States, and Buyer is outside of the United States as of the date of the execution and delivery of this Offshore Agreement;. (iii) No offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `Securities''), UMI Shares was made by Buyer in the United States;. (iv) Buyer is purchasing the Securities UMI Shares for its own account and Buyer is qualified to purchase the Securities UMI Shares under the laws of its jurisdiction of residence, and the offer and sale of the Securities UMI Shares will not violate the securities or other laws of such jurisdiction;. (v) All offers and sales of any of the Securities UMI Shares by Buyer prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with any all applicable securities laws of any applicable jurisdiction and in accordance with Rule Rules 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registrationregistration under the 1933 Act applicable to Restricted Securities. In any case, none of the Securities UMI Shares have been and or will be offered or sold by Buyer to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty (40) day period (or such longer period as maybe hereafter required under Regulation S) commencing on the later of (x) the date of closing of the offering of the Securities or this Agreement and (y) the date of the first offer of the Securities UMI Shares to persons other than distributors Distributors (the `"Restricted Period''"), as certified by Buyer to Seller;, and thereafter only pursuant to registration under the 1933 Act or an exemption from registration under the 1933 Act applicable to Restricted Securities and pursuant to applicable securities laws of any state of the United States or any other jurisdiction. (vi) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be a part of a plan or scheme by Buyer, Buyer to evade the registration provisions of the 1933 Act;. (vii) Buyer understands and agrees that the Securities are not UMI Shares have never been registered under the 1933 Act Act, are currently (and when purchased by Buyer will continue to be) Restricted Securities, are being offered and sold to it in reliance on specific exclusions from a transaction not registered under the 1933 Act and not subject to the registration requirements of Federal the 1933 Act and State applicable state securities lawslaws of the United States, and that Seller is and Buyer are relying upon the rules governing the offer and sales of securities made outside of the United States and upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings covenants of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities;this Agreement. (viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates directly or indirectly has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities UMI Shares, any rights to acquire any of the UMI Shares or any securities of the same class as the SecuritiesUMI Shares. (ix) Buyer understands and agrees that it has been advised by Seller to consult its own legal and tax advisors with respect to applicable resale restrictions and applicable tax considerations regarding the UMI Shares and that it is solely responsible (and that Seller is not in any way responsible) for compliance with applicable resale restrictions and applicable tax legislation. (x) Buyer understands and agrees that no Federal or State or foreign government agency has passed on or made any recommendation or endorsement of the UMI Shares. (xi) Buyer understands and agrees that (a) it and its advisors, if any, have been furnished with, or otherwise have had full access to, and had full opportunity to review all publicly available materials regarding UMI's management, business, operations, financial condition, results of operations, assets, properties and business prospects (the "Business of UMI"), (b) no representations, warranties or covenants (including, without limitation, any representations, warranties or covenants regarding the Business of UMI, or the future value, if any, of the UMI Shares have been made by

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer is not a natural person and is not organized under the laws of any jurisdiction within the United States, was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) principally for the purpose of investing in securities not registered under the 1933 Act and is not otherwise a U.S. Person. Buyer is not, and on the closing date will not be, an affiliate of Seller; (ii) At the time the buy order was originated, Buyer was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; (iii) No offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `"Securities''"), was made by Buyer in the United States; (iv) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; (v) All offers and sales of any of the Securities by Buyer prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Securities have been and will be offered or sold by Buyer to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty (40) day period commencing on the later of (x) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `"Restricted Period''"), as certified by Buyer to Seller; (vi) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; ; (vii) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities or securities of the same class as the Securities.

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer represents and warrants to, and covenants and agrees with to Seller as follows: (i) Buyer is not a natural person U.S. Person or and is not organized under the laws of any jurisdiction within the United States, buyer was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) principally for the purpose of investing in securities which have not been registered under the 1933 Act and is not otherwise in reliance upon Regulation S by or for the benefit of a U.S. Person. Buyer is not, and on the closing date will not be, an affiliate of Sellerperson; (ii) At the time the buy order was originated, Buyer was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore AgreementStates; (iii) No offer to sell or purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `Securities''), Shares was made by Buyer in the United States; (iv) Buyer has not engaged in nor will engage in any "Directed Selling Efforts," i.e., any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares being purchased by the Buyer. (v) Buyer is purchasing the Securities Shares for its own account and Buyer is qualified to purchase for investment purposes and not with the Securities under view towards distribution or for the laws account of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdictiona U.S. Person; v(vi) All subsequent offers and sales of any of the Securities by Buyer prior to the end of the Restricted Period (as hereinafter defined) shares shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or and/or pursuant to registration of the Securities Shares under the 1933 Act or pursuant to an exemption from registrationregistration under the 1933 Act, including but not limited to, compliance with the applicable provisions under the Act. In any case, none of the Securities have been and Shares will not be offered or sold by Buyer to, or for the account or benefit of, a resold to U.S. Person Persons or within the United States until after the end of the forty (40) day a one year restricted period commencing on the later of (x) the date of closing Closing of the offering purchase of the Securities or (y) the date Shares and otherwise in compliance with Rule 904 of the first offer of the Securities to persons other than distributors (the `Restricted Period''), as certified by Buyer to SellerRegulation S; vi) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; vii) Buyer understands that the Securities are not registered under the 1933 Act and shares are being offered and sold to it exchanged in reliance on specific exclusions exemptions from the registration requirements of Federal and State States securities laws, laws and that the Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth agreement herein in order to determine the applicability of such exclusions exemptions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities;Shares. (viii) Buyer shall take all reasonable steps acknowledges that, in making the decision to ensure its compliance exchange the Shares, has relied solely upon independent investigations made by it and not upon any representations made by Seller with Regulation S respect to Seller or the Shares except as set forth in the Acquisition Agreement. (ix) Buyer and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other any person receiving a selling concession, fee concession or other remuneration in respect of any acting as a distributor or dealer on behalf of the Securities, or (y) who purchases Buyer prior to the expiration of the Restricted Period referred to in subparagraph (v) above, restricted period under Regulation S will send a confirmation or other notice to the any other purchaser stating that the purchaser purchase is subject to the same restrictions on offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating apply to the offer and sale of any of the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities or securities of the same class as the SecuritiesBuyer.

Offshore Transaction. In connection with If I (the purchase and sale “Buyer”) am not a resident of the Debentures, Buyer represents and warrants toUnited States, and covenants if the securities were not offered or sold within the United States, then I warrant and agrees with Seller as followsrepresent to the Company the following: (i) The Buyer is not a U.S. Person (as defined in Regulation S) or if the Buyer is not a natural person and person, is not organized under the laws of any jurisdiction within the United States, was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) principally for the purpose of investing in Regulation S securities not registered under the 1933 Act and is not otherwise a U.S. Person. The Buyer is not, and on the closing date of acceptance of this Agreement by the Seller, will not be, an affiliate of Sellerthe Company; (ii) At the time the buy order was originated, the Buyer was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; (iii) No offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `Securities''), Securities was made by the Buyer in the United States; (iv) Buyer The buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of his or its jurisdiction of residenceresidence and domicile, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; (v) All offers and sales sale of any of the Securities by the Buyer prior to the end of the restricted period (Restricted Period (Period) as hereinafter defined) shall defined by Regulation S, will be made in compliance accordance with any applicable the securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Securities have been and will be offered or sold by Buyer to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty . (40) day period commencing on the later of (x) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `Restricted Period''), as certified by Buyer to Seller; vi) The transactions transaction contemplated by this Offshore Agreement (a) have has not been and will not be pre-arranged by the Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Buyer, to evade the registration provisions of the 1933 Act; (vii) The Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller the Company is relying upon the truth and accuracy of the representationsrepresentation, warranties, agreements, acknowledgments acknowledgements and understandings of the Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from the Buyer to acquire the Securities; (viii) The Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in with respect of to any of the Securities, or (y) and who purchases prior to the expiration of one year from the Restricted Period referred to in subparagraph (v) abovedate of this Agreement, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; (ix) None of Buyer, its affiliates The Buyer has not conducted or persons acting on their behalf have conducted permitted and shall not conduct or permit on its behalf any `“directed selling efforts''as efforts” as that term is defined in Rule 902(b) of Regulation S; nor has the Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; (x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitationinvitations, offers and sales of or in with respect of, to any of the Securities, by the Buyer and any distribution by the Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by be filed and no other filing need be made by Seller the Company with any regulatory authority or stock exchange in any country or any political sub- sub-division of any country;; and xiii(xi) The Buyer will not make any offer or of sale of the Securities by any means which would not comply with the laws law and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller the Company any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or to otherwise undertake or become obligated to do any act; and. xiv(xii) Neither the The Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of certifies that it is not acquiring the Securities for the account of any U.S. Person and agrees to resell such Securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act of 1933 (the “Act”) or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities of unless in compliance with the same class as the SecuritiesAct.

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer FIRST CAPITAL represents and warrants to, and covenants and agrees with Seller to H-NET as follows: : (i) Buyer FIRST CAPITAL is not a natural person and "U.S. person" as that term is not organized under the laws of any jurisdiction within the United States, was not formed by a U.S. Person (as defined in Section 902(o) Rule 902 of Regulation S; (ii) principally for the purpose of investing in securities not registered under the 1933 Act and is not otherwise a U.S. Person. Buyer FIRST CAPITAL is not, and on the closing Closing date will not be, an affiliate of Seller; iiH-NET; (iii) At at the execution of this Agreement, as well as the time the buy order this transaction is or was originateddue, Buyer FIRST CAPITAL was outside the United States States, and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; iii) No no offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `Securities''), Shares was made by Buyer in the United States; ; (iv) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; v) All FIRST CAPITAL agrees that all offers and sales of any of the Securities by Buyer prior to the end of the Restricted Period (as hereinafter defined) Shares shall not be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S to U.S. persons unless the Shares are registered or pursuant to registration of the Securities under the 1933 Act or pursuant to an a valid exemption from registration. In any case, none of the Securities have been registration can be relied on under applicable U.S. state and will be offered federal securities laws; (v) FIRST CAPITAL is not a distributor or sold by Buyer to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty dealer; (40) day period commencing on the later of (xvi) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `Restricted Period''), as certified by Buyer to Seller; vi) The transactions contemplated by this Offshore Agreement (a) hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by Buyer FIRST CAPITAL with a purchaser located in the United States or a purchaser which is a U.S. Personperson, and (b) such transactions are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; vii) Buyer understands ; (vii)all offering documents received by FIRST CAPITAL include statements to the effect that the Securities are Shares have not been registered under the Securities Act of 1933 Act and are being may not be offered and or sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; xto U.S. Persons (other than distributors as defined in Regulation S) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position unless the Shares are registered under the Securities Act of 1933 or other similar instrument or position with respect to any an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the Securities or securities date hereof, shall be true and accurate as of the same class as date of the Securitiesacceptance by H-NET of FIRST CAPITAL's purchase, and shall survive thereafter. If FIRST CAPITAL has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by H-NET, that any such representations and warranties shall not be true and accurate in any respect, FIRST CAPITAL prior to such acceptance, will give written notice of such fact to H-NET specifying which representations and warranties are not true and accurate and the reasons therefore. FIRST CAPITAL agrees to fully indemnify, defend and hold harmless H-NET, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of FIRST CAPITAL's representations, warranties and agreements contained herein.

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer is not a natural person and GPC is not organized under the laws of or is not a citizen or resident of the United States and was not formed for the purpose of investing in Regulation S securities, does not have any jurisdiction within of its securities registered under the Exchange Act, and is not owned by U.S. Persons as defined in Regulation S and herein. (ii) At the time the buy order to purchase the NEOTHERAPEUTICS Shares was originated, GPC was outside the United States. (iii) All subsequent offers and sales of the NEOTHERAPEUTICS Shares shall be made in compliance with Regulation S, was pursuant to registration of the securities under the Securities Act or pursuant to an exemption from such registration. (iv) GPC agrees that from the date hereof until after one year after the issuance of the NEOTHERAPEUTICS Shares hereunder (the "Restrictive Period"), GPC agrees, upon any offer, sale, or transfer of the NEOTHERAPEUTICS Shares (including any interests therein), GPC, or any successor, or any Professional under its direction (as defined below) (except for sales of any NEOTHERAPEUTICS Shares registered under the Securities Act or otherwise exempt from such registration) (i) will not sell to a U.S. Person or to an account of or for the benefit of a U.S. Person or to anyone believed to be a U.S. Person; (ii) will not engage in any efforts to sell the NEOTHERAPEUTICS Shares in the United States; (iii) will, at the time the buy order or transfer is originated, believe the buyer or transferee is outside the United States; (iv) will send to any transferee who is a Professional, whether acting as agent or principal, a confirmation or other notice stating that the Professional is subject to the same restrictions on transfer to U.S. Persons or for the account of or benefit of U.S. Persons during the Restrictive Period as provided herein; and (v) will not in connection with the common stock of NEOTHERAPEUTICS engage in the United States in any short selling, option writing, equity swaps, or other types of hedging transactions or derivative transactions. NEOTHERAPEUTICS will not honor or register and will not be obligated to honor or register any transfer in violation of these provisions. (v) For purpose hereof, in general, a "U.S. Person;" means any natural person, resident of the United States; any partnership or corporation organized or incorporated under the laws of the United States or any state or territory thereof; any estate of which any executor or administrator is a U.S. Person; any trust of which any trustee is a U.S. Person; any agency or branch of a foreign entity located in the United States; any nondiscretionary account or similar account, other than estate or trust, held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident of the United States; and any partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction and formed by a U.S. Person (as defined in Section 902(o) of Regulation S) principally for the purpose of investing in securities and not registered under the 1933 Securities Act unless it is organized and is incorporated and owned by "accredited investors," as defined under Rule 501(a) under the Securities Act, who are not otherwise a natural persons, estates or trusts. "U.S. Person. Buyer " is not, and on the closing date will not be, an affiliate of Seller; ii) At the time the buy order was originated, Buyer was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; iii) No offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `Securities''), was made by Buyer in the United States; iv) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; v) All offers and sales of any of the Securities by Buyer prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Securities have been and will be offered or sold by Buyer to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty (40) day period commencing on the later of (x) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `Restricted Period''), as certified by Buyer to Seller; vi) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; vii) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is further defined in Rule 902(b902(o) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of under the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities or securities of the same class as the SecuritiesAct.

Offshore Transaction. In connection with the purchase and sale of the DebenturesThe Purchaser represents, Buyer represents and warrants to, and covenants and agrees with Seller to the Company that (a) no Participant is a "U.S. person" (the "U.S. Person") as follows: i) Buyer that term is not a natural person and is not organized under the laws of any jurisdiction within the United States, was not formed by a U.S. Person (as defined in Section 902(oRule 902(k) of Regulation S; (b) principally for the purpose of investing in securities not registered under the 1933 Act and no Participant is not otherwise a U.S. Person. Buyer is not, and on the closing date will not be, an affiliate of Seller; iithe Company; (c) At at the time the buy order was originatedof execution of this Agreement, Buyer each Participant was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; iii) No no offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `Securities''), Securities was made by Buyer in the United States; iv; (d) Buyer is purchasing the Securities for its own account and Buyer is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; v) All all offers and sales of any of the Securities by Buyer prior to the end expiration of a one-year period commencing on the Closing Date (the "Restricted Period (as hereinafter definedPeriod") shall not be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Securities have been and will be offered or sold by Buyer to, U.S. Persons or for the account or benefit of, a of U.S. Person or within Persons and shall otherwise be made in compliance with the United States until after the end provisions of the forty Regulation S; (40) day period commencing on the later of (xe) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `Restricted Period''), as certified by Buyer to Seller; vi) The transactions contemplated by this Offshore Agreement hereby (ai) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (bii) are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Securities Act; vii; (f) Buyer understands that the Securities are not registered under the 1933 Act Purchaser and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy each of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer Participants shall take all reasonable steps to ensure its compliance with Regulation S and S; (g) prior to the expiration of the Restricted Period, the Purchaser shall promptly send to each purchaser (x) person buying the Securities from the Purchaser, who acts as is a distributor, underwriterdealer (as defined in Section 2(a)(12) of the Securities Exchange Act of 1934, dealer as amended (the "Exchange Act")) or other a person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser such buyer is subject to the same restrictions on offers and sales as Buyer a distributor of such Securities pursuant to Section 109(c)(2)(iv903(b)(3)(iv) of Regulation S; ix; and (h) None neither the Purchaser nor any Participant, nor any of Buyer, its their affiliates or persons acting on their behalf have conducted and shall not conduct any `"directed selling efforts''as efforts" as that term is defined in Rule 902(b902(c) of Regulation S; nor has Buyer the Purchaser or any of the Participants, their affiliates or persons acting on their behalf conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities or securities of the same class as the Securities.

Offshore Transaction. In connection with the purchase and sale of the Debentures, Buyer Purchaser represents and warrants to, and covenants and agrees with Seller as follows: (i) Buyer Purchaser is not a natural person and is not organized under the laws of any jurisdiction within the United States, was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) principally for the purpose of investing in Regulation S securities not registered under the 1933 Act and is not otherwise a U.S. Person. Buyer Purchaser is not, and on the closing date will not be, an affiliate of Seller; ; (ii) At the time the buy order was originated, Buyer Purchaser was outside the United States and is outside of the United States as of the date of the execution and delivery of this Offshore Agreement; ; (iii) No offer to purchase the Debentures or the common stock of Seller issuable upon conversion of the Debentures (collectively, the `"Securities''"), was made by Buyer Purchaser in the United States; ; (iv) Buyer Purchaser is purchasing the Securities for its own account and Buyer Purchaser is qualified to purchase the Securities under the laws of its jurisdiction of residence, and the offer and sale of the Securities will not violate the securities or other laws of such jurisdiction; ; (v) All offers and sales of any of the Securities by Buyer Purchaser prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of the Securities securities under the 1933 Act or pursuant to an exemption from registration. In any case, none of the Securities have been and or will be offered or sold by Buyer Purchaser to, or for the account or benefit of, a U.S. Person or within the United States until after the end of the forty (40) day period commencing on the later of (x) the date of closing of the offering of the Securities or (y) the date of the first offer of the Securities to persons other than distributors (the `"Restricted Period''"), as certified by Buyer which in no event shall be later than _____________, 1996, when this offering shall be closed to Sellerall Purchasers; vi) The transactions contemplated by this Offshore Agreement (a) have not been and will not be pre-arranged by Buyer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by Buyer, to evade the registration provisions of the 1933 Act; vii) Buyer understands that the Securities are not registered under the 1933 Act and are being offered and sold to it in reliance on specific exclusions from the registration requirements of Federal and State securities laws, and that Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exclusions and the suitability of Buyer and any purchaser from Buyer to acquire the Securities; viii) Buyer shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period referred to in subparagraph (v) above, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as Buyer pursuant to Section 109(c)(2)(iv) of Regulation S; ix) None of Buyer, its affiliates or persons acting on their behalf have conducted and shall not conduct any `directed selling efforts''as that term is defined in Rule 902(b) of Regulation S; nor has Buyer conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere; x) This Offshore Agreement has been duly authorized, validly executed and delivered on behalf of Buyer and is a valid and binding agreement in accordance with its terms, subject to general principals of equity and to bankruptcy or other laws affecting the enforcement of creditors' rights generally; xi) The execution and delivery of this Offshore Agreement and the consummation of the purchase of the Securities, and the transactions contemplated by this Offshore Agreement do not and will not conflict with or result in a breach by Buyer of any of the terms of provisions of, or constitute a default under, the articles of incorporation or by-laws (or similar constitutive documents) of Buyer or any indenture, mortgage, deed of trust, or other material agreement or instrument to which Buyer is a party or by which it or any of its properties or assets are bound, or any existing applicable law, rule or regulation of the United States or any State thereof or any applicable decree, judgment or order of any Federal or State court, Federal or State regulatory body, administrative agency or other United States governmental body having jurisdiction over Buyer or any of its properties or assets; xii) All invitation, offers and sales of or in respect of, any of the Securities, by Buyer and any distribution by Buyer of any documents relating to any offer by it of any of the Securities will be in compliance with applicable laws and regulations and will be made in such a manner that no prospectus need by filed and no other filing need be made by Seller with any regulatory authority or stock exchange in any country or any political sub- division of any country; xiii) Buyer will not make any offer or sale of the Securities by any means which would not comply with the laws and regulations of the territory in which such offer or sale takes place or to which such offer or sale is subject or which would in connection with any such offer or sale impose upon Seller any obligation to satisfy any public filing or registration requirement or provide or publish any information of any kind whatsoever or otherwise undertake or become obligated to do any act; and xiv) Neither the Buyer nor any of its affiliates has entered, has the intention of entering, or will during the Restricted Period enter into any put option, short position or other similar instrument or position with respect to any of the Securities or securities of the same class as the Securities.