Common use of Offshore Transaction Clause in Contracts

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) PURCHASER is not a U.S. Person as that term is defined under Regulation S, as set forth in Annex III. (ii) PURCHASER is outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants and hereby agrees that all offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER representsPurchaser is a resident of or domiciled in the United Kingdom. Neither Purchaser nor SICAV Fund are "U.S. Persons" within the meaning of U.S. Securities and Exchange Commission Securities Act Rule ("Rule") 902(k). No offer or sale was made relative to the Acquired Shares in the United States within the meaning of Rule 902(h)(i). At all relevant times, warrants Purchaser and covenants to COMPANY as follows:SICAV Fund are outside the United States within the meaning of Rule 902(h)(ii)(A). Within the meaning of Rule 903(b)(3): (i) PURCHASER is not a U.S. Person as that term is defined under Regulation SThe offer or sale, as set forth in Annex III. (ii) PURCHASER is outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants and hereby agrees that all offers and sales of the Debentures if made prior to the expiration of a period commencing on one-year distribution compliance period, is not made to a U.S. person or for the date account or benefit of a U.S. person (other than a distributor); and (ii) The offer or sale, if made prior to the receipt expiration of funds by a one-year distribution compliance period, is made pursuant to the COMPANY and ending 40 days thereafter following conditions: (aa) Purchaser hereby certifies that it is not acquiring the Acquired Shares for the account or benefit of any U.S. person or is a U.S. person who purchased securities in a transaction that did not require registration under the U.S Securities Act of 1933 (the "Restricted PeriodAct"); (bb) shall Purchaser agrees to resell the Acquired Shares only be made in accordance with the provisions of this Regulation S (Rule 901 through Rule 905, and Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; and agrees not to engage in hedging transactions with regard to such securities unless in compliance with the safe harbor contained Act; (cc) The common stock certificate evidencing the Acquired Shares shall contain the legend required herein to the effect that transfer is prohibited except in accordance with the provisions of this Regulation SS (Rule 901 through Rule 905, and Preliminary Notes), pursuant to the registration provisions under the 1933 Act Act, or pursuant to an available exemption from registration; and that hedging transactions involving such securities may not be conducted unless in compliance with the Act; (dd) The Company is required by this Agreement to refuse to register any transfer of the Acquired Shares not made in accordance with the provisions of this Regulation S (Rule 901 through Rule 905, and all Preliminary Notes), pursuant to registration under the Act, or pursuant to an available exemption from registration; provided, however, that if foreign law prevents the Company from refusing to register securities transfers, other reasonable procedures (such as a legend described in paragraph (b)(3)(iii)(B)(3) of Rule 903) shall be implemented to prevent any transfer of the securities not made in accordance with the provisions of this Regulation S; and (ee) Each distributor selling the Acquired Securities to a distributor, a dealer (as defined in section 2(a)(12) of the Act), or a person receiving a selling concession, fee or other remuneration, prior to the expiration of a one-year distribution compliance period, sends a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales after the expiration of the 40-day period shall be made only pursuant that apply to such registration or to an exemption from registrationa distributor. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, Purchaser represents and warrants and covenants to COMPANY Company as follows: (i) PURCHASER Purchaser is a not a U.S. Person person (as defined in Regulation S) and is not subscribing for the Shares on behalf of a U.S. person. At the time Purchaser executed and delivered this Agreement, Purchaser was outside the United States; (ii) Any subsequent offer or sale of the Shares by the Purchaser prior to the expiration of one (1) year from the Closing (the “Distribution Compliance Period”) shall be made only in accordance with the provisions of Regulation S, pursuant to registration of the Shares under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act. The Purchaser represents, warrants and covenants to the Company that it will not engage in hedging transactions with regard to such Shares prior to the expiration of the Distribution Compliance Period unless in compliance with the 1933 Act. Following the expiration of the Distribution Compliance Period, the Purchaser represents, warrants and covenants to the Company that it will not engage in any “directed selling efforts” as that term is defined under in Regulation S, as set forth in Annex III. (ii) PURCHASER is outside S with respect to the United States as of the date of the execution and delivery of this Agreement.Shares; (iii) PURCHASER Purchaser is purchasing acquiring the Debentures Shares for its own account and not on behalf of any U.S. Personperson, and PURCHASER is the sole beneficial owner of the Debentures, and sale has not been pre-arranged any sale with any a purchaser or purchasers in the United States.; (iv) PURCHASER Purchaser represents and warrants and hereby agrees that all subsequent offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") shall only Shares will be made (a) outside the United States in compliance with the safe harbor contained in Rule 903 or Rule 904 of Regulation S, (b) pursuant to registration of the registration provisions Shares under the 1933 Act, or (c) pursuant to an exemption from such registration. The undersigned acknowledges that the Company has no obligation to register the Shares under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration.otherwise; (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) PURCHASER Purchaser understands that the Debentures Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the COMPANY Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings undertakings of PURCHASER Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER Purchaser to acquire the DebenturesShares; (vi) Purchaser represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the purchase of the Shares, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Purchaser’s subscription and payment for, and its continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of the undersigned’s jurisdiction; (v) Purchaser acknowledges that, in the view of the SEC, the statutory exemption claimed for this transaction would not be present if the offering of Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Purchaser is acquiring the Shares issuable upon conversion thereoffor investment purposes and has no present intention to sell the Shares in the United States or to a U.S. person or for the account or benefit of a U.S. person either now or promptly after the expiration of the Distribution Compliance Period; and (vi) Purchaser is not an “distributor” as that term is defined in Regulation S and Purchaser is not participating, pursuant to a contractual agreement, in the distribution of the Shares. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of The Purchaser has not engaged in any material change therein occurring prior “directed selling efforts” with respect to the issuance of Shares upon conversion including 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 Debenture. (vii) PURCHASER is sufficiently experienced Shares being offered by the Company pursuant to this Agreement, including, but not limited to, placing an advertisement in financial and business matters a publication “with a general circulation in the United States” that refers to be capable the offering of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.securities being made in reliance upon Regulation S.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) PURCHASER is not a "U.S. Person Person" as that term is defined under Regulation SS. PURCHASER is not an affiliate of the Company or of Goodbody International, as set forth in Annex III.Inc. (ii) PURCHASER is outside the United States as of the date of the execution and delivery of this Agreement, and no offer to purchase the Debentures was made in the United States. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged prearranged any sale resale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants represents, warrants, covenants and hereby agrees that all offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk risk, is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto. (viii) In evaluating its investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. PURCHASER is not relying on the COMPANY respecting the legal, tax and other economic considerations of an investment in the Debentures. (ix) PURCHASER understands that in the view of the SEC the statutory basis for the exemption claimed for this transaction would not be present if the offering of Debentures, and the Shares issuable upon conversion thereof, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. PURCHASER is acquiring the Debentures for investment purposes and has no present intention to sell the Debentures, or the Shares issuable upon conversion thereof, in the United States or to a U.S. Person or for the account or benefit of a U.S. Person either now or after the expiration of the Restricted Period. PURCHASER is not acquiring the Securities as part of a plan or scheme to evade the provisions of the 1933 Act. (x) PURCHASER is not an underwriter or distributor of, or dealer in (as such terms are defined in Section 2(12) of the 1933 Act and Rule 902 under the Act) the Securities, and PURCHASER is not participating, pursuant to a contractual agreement, in the distribution of the Securities, or receiving selling concession, fee, or other remuneration in respect of the Debentures sold. (xi) PURCHASER represents, warrants and agrees, that PURCHASER has not in the past forty-five (45) days, and will not during the Restricted Period, directly or indirectly, or through one or more intermediaries, maintain any short position in the Shares of the COMPANY. (xii) During the period commencing on the Closing Date (as defined herein) and ending on the 41st day following such date, PURCHASER will not sell, commit or agree to sell or pledge, or otherwise transfer or encumber, any shares of Common Stock of the COMPANY or any other securities convertible into or exercisable for shares of Common Stock of the COMPANY. (xiii) Except for Goodbody International Ltd., PURCHASER has taken no action which would give rise to any claim by any person for brokerage commission, finders' fees or the like relating to this Agreement or the transactions contemplated hereby. (xiv) PURCHASER is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3), and (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company or any of its affiliates or selling agents), to evaluate an investment in the Securities to protect its own interests in connection with the transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the Securities; (xv) PURCHASER hereby covenants that it shall take all necessary 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 participating pursuant to a contractual arrangement in the distribution of the Securities or 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, a confirmation or other notice to the PURCHASER stating the PURCHASER is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S. (xvi) None of the Purchasers, its affiliates or persons acting on their behalf have conducted or will conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor have the Purchasers, its 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. (xvii) PURCHASER is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the Internal Revenue Code of 1986, as amended) of the COMPANY.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) PURCHASER The undersigned is not a U.S. Person as that term is defined under Regulation SS under the Securities Act of 1933, as set forth in Annex III.amended (the "Securities Act"), at the time the offer and sale of the Securities are made to the undersigned; (ii) PURCHASER is outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER The undersigned is purchasing the Debentures Securities for its own account and not for the account or on behalf of any U.S. U. S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and no sale has not pre-arranged any sale been prearranged with any purchaser or purchasers U.S. Person in the United States.States or its territories; (iii) The undersigned has not engaged in, and will not during the Restricted Period (as defined below) engage in, any short selling, hedging or other similar transaction which would have the effect of either transferring the benefits and/or burdens of ownership of the Securities back to the United States market during the Restricted Period; (iv) PURCHASER represents The undersigned is not and warrants and will not act as a distributor as defined in Rule 902 of Regulation S. (v) The undersigned hereby agrees that all offers and sales of the Debentures prior Securities acquired by the undersigned pursuant to the expiration Agreement shall not be voluntarily sold, transferred or otherwise disposed of for a minimum period commencing on of one year from the date of Closing of the receipt sale of funds by the COMPANY and ending 40 days thereafter Securities to the undersigned (the "Restricted Period") shall only be ); unless such disposition is made in compliance with the safe harbor contained in pursuant to Regulation S, pursuant to the an effective registration provisions statement under the 1933 Act Securities Act, or pursuant to an exemption from registration, and all offers and sales after the expiration registration requirements of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investmentSecurities Act. (vi) PURCHASER The undersigned understands that the Debentures Securities are being offered and sold to it in reliance on specific exemptions from Regulation S under the registration requirements of U.S. securities laws Securities Act, and that the COMPANY Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER the undersigned set forth herein and in the Agreement in order to determine the applicability of such exemptions Regulation S and the suitability of PURCHASER the undersigned to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.Securities;

Offshore Transaction. PURCHASER represents, Purchaser represents and warrants and covenants to COMPANY Company as follows: (i) PURCHASER Purchaser is a not a U.S. Person person (as defined in Regulation S) and is not subscribing for the Shares on behalf of a U.S. person. At the time Purchaser executed and delivered this Agreement, Purchaser was outside the United States; (ii) Any subsequent offer or sale of the Shares by the Purchaser prior to the expiration of one (1) year from the Closing (the “Distribution Compliance Period”) shall be made only in accordance with the provisions of Regulation S, pursuant to registration of the Shares under the 1933 Act or pursuant to an available exemption from the registration requirements of the 1933 Act. The Purchaser represents, warrants and covenants to the Company that it will not engage in hedging transactions with regard to such Shares prior to the expiration of the Distribution Compliance Period unless in compliance with the 1933 Act. Following the expiration of the Distribution Compliance Period, the Purchaser represents, warrants and covenants to the Company that it will not engage in any “directed selling efforts” as that term is defined under in Regulation S, as set forth in Annex III. (ii) PURCHASER is outside S with respect to the United States as of the date of the execution and delivery of this Agreement.Shares; (iii) PURCHASER Purchaser is purchasing acquiring the Debentures Shares for its own account and not on behalf of any U.S. Personperson, and PURCHASER is the sole beneficial owner of the Debentures, and sale has not been pre-arranged any sale with any a purchaser or purchasers in the United States.; (iv) PURCHASER Purchaser represents and warrants and hereby agrees that all subsequent offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") shall only Shares will be made (a) outside the United States in compliance with the safe harbor contained in Rule 903 or Rule 904 of Regulation S, (b) pursuant to registration of the registration provisions Shares under the 1933 Act, or (c) pursuant to an exemption from such registration. The undersigned acknowledges that the Company has no obligation to register the Shares under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration.otherwise; (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) PURCHASER Purchaser understands that the Debentures Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. United States federal and state securities laws and that the COMPANY Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings undertakings of PURCHASER Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER Purchaser to acquire the DebenturesShares; (vi) Purchaser represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the purchase of the Shares, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the Shares issuable upon conversion thereof. PURCHASER represents income tax and warrants other tax consequences, if any, that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior may be relevant to the issuance of Shares upon conversion purchase, holding, redemption, sale or transfer of the Debenture.Shares. The Purchaser’s subscription and payment for, and its continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of the undersigned’s jurisdiction; (vii) PURCHASER Purchaser acknowledges that, in the view of the SEC, the statutory exemption claimed for this transaction would not be present if the offering of Shares, although in technical compliance with Regulation S, is sufficiently experienced part of a plan or scheme to evade the registration provisions of the 1933 Act. Purchaser is acquiring the Shares for investment purposes and has no present intention to sell the Shares in financial the United States or to a U.S. person or for the account or benefit of a U.S. person either now or promptly after the expiration of the Distribution Compliance Period; and (viii) Purchaser is not an “distributor” as that term is defined in Regulation S and business matters Purchaser is not participating, pursuant to a contractual agreement, in the distribution of the Shares. The Purchaser has not engaged in any “directed selling efforts” with respect to the Shares including any activity undertaken for the purpose of, or that could reasonably be capable expected to have the effect of, conditioning the market in the United States for any of evaluating the merits and risks Shares being offered by the Company pursuant to this Agreement, including, but not limited to, placing an advertisement in a publication “with a general circulation in the United States” that refers to the offering of its investments, and to make an informed decision relating thereto.securities being made in reliance upon Regulation S.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (ia) PURCHASER no Subscriber is not a "U.S. Person person" as that term is defined in Rule 902(o) of Regulation S (a copy of which definition is attached as Exhibit C), and no Subscriber is an entity organized or incorporated under Regulation S--------- the laws of any foreign jurisdiction by any "U.S. person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as set forth defined in Annex III. Rule 501(a) under the Act) and who are not natural persons, estates or trusts; (iib) PURCHASER is 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, and of any offer to such Subscriber to purchase the Convertible Debentures and Warrant hereunder, such Subscriber was outside the United States as of the date of the execution and delivery of this Agreement.States; (iiic) PURCHASER each Subscriber is purchasing the Debentures Securities for its own account and not on behalf of or for the benefit of any U.S. Person, person and PURCHASER is the sole beneficial owner resale of the Debentures, and Securities has not pre-arranged any sale been prearranged with any purchaser or purchasers buyer in the United States.; (ivd) PURCHASER represents and warrants and hereby each Subscriber agrees that all offers and sales of the Convertible Debentures and Debenture Shares prior to the expiration of a period (the "Restricted Period") commencing on the Closing of this Offering and ending forty (40) days after the Closing Date shall not be made to U.S. persons or for the account or benefit of U.S. persons or within the United States and shall otherwise be made in compliance with the 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; (e) 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 receipt Warrant Shares under the Warrant following the exercise of funds by the COMPANY Warrant Rights and ending 40 forty (40) days thereafter (the "Warrant Restricted Period") shall only 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 safe harbor contained in provisions of Regulation S; and (f) each Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser who acts as a distributor, pursuant dealer or a person receiving a selling concession, fee or other remuneration in respect of any of the Securities, who purchases prior to the registration provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only Restricted Period or 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 the Subscriber pursuant to such registration or to an exemption from registration. (vSection 901(c)(2)(iv) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.Regulation S.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (ia) PURCHASER Such Purchaser is not a U.S. Person as that term is defined under person and Rules 901 through 903 of Regulation S, as set forth in Annex IIIS govern this transaction. (iib) PURCHASER At the time such Purchaser executed and delivered this Agreement, such Purchaser was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement. (iiic) PURCHASER is purchasing Each distributor participating in the Debentures for its own account and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner offering of the DebenturesUnits, and if any, has not pre-arranged any sale with any purchaser or purchasers agreed in the United States. (iv) PURCHASER represents and warrants and hereby agrees writing that all offers and sales of the Debentures Units and the Shares and Warrants underlying the Units prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY Closing and ending 40 days thereafter one year thereafter, unless adjusted as hereinafter provided (the "Restricted PeriodRESTRICTED PERIOD") ), shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the registration provisions Units under the 1933 Securities Act or pursuant to an exemption from registrationregistration under the Securities Act. (d) All offers and sales of the Units and the Shares and Warrants underlying the Units by such Purchaser prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from registration under the Securities Act, and all offers and sales after the expiration of the 40-day period Restricted Period shall be made only pursuant to such a registration or to an such exemption from registration. (ve) PURCHASER Such Purchaser acknowledges and agrees that all agreements, certificates, documents and instruments received by such Purchaser shall include statements to the effect that the purchase Units and the Shares and Warrants underlying the Units have not been registered under the Securities Act and may not be offered or sold in the United States or to or for the account or benefit of a U.S. person (other than distributors as defined in Regulation S) during the Debentures involves a high degree of risk is aware of Restricted Period unless the risks Units and further acknowledges that it can bear the economic risk of Shares and Warrants underlying the purchase of Units are registered under the Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions Securities Act or an exemption from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debentureavailable. (viif) PURCHASER is sufficiently experienced Such Purchaser will not engage in financial and business matters to be capable of evaluating any hedging transactions as precluded by Regulation S under the merits and risks of its investments, and to make an informed decision relating theretoSecurities Act.

Offshore Transaction. PURCHASER represents, Subscriber represents and warrants and covenants to COMPANY as follows: the Company that (i) PURCHASER Subscriber is not a "U.S. Person person" as that term is defined under in Rule 902(o) of Regulation S, as set forth in Annex III. ; (ii) PURCHASER the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company, (iii) at the same time of execution of this Subscription Agreement, Subscriber was outside the United States as of and no offer to purchase the date of the execution and delivery of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged any sale with any purchaser or purchasers Securities was made in the United States. ; (iv) PURCHASER represents and warrants and hereby the Subscriber agrees that all offers and sales of the Debentures Securities prior to the expiration of a period commencing on the date Closing of the receipt offering of funds by the COMPANY Securities and ending 40 forty (40) days thereafter (the "Restricted Period") shall only 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 safe harbor contained in provisions of Regulation S; (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, pursuant and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions under of the 1933 Act Act; (vii) the 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 person participating pursuant to an exemption from registrationa contractual arrangement in the distribution of the Securities or receiving a selling concession, and all offers and sales after fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the 40-day period shall be made only Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subcriber pursuant to such registration or to an exemption from registration. Section 903(c)(2)(iv) of Regulation S; and (vviii) PURCHASER acknowledges that the purchase none of the Debentures involves a high degree Subscriber, 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 risk is aware Regulation S; nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the risks and further acknowledges that it can bear Securities in the economic risk of the purchase of the Debentures, including the total loss of its investmentUnited States or elsewhere. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, AQUATICA represents and warrants and covenants to COMPANY ISA as follows: : (i) PURCHASER AQUATICA is not a “U.S. Person person” as that term is defined under in Rule 902 of Regulation S, as set forth in Annex III. ; (ii) PURCHASER AQUATICA is not, and on the Closing date will not be, an affiliate of ISA; (iii) at the execution of this Agreement, as well as the time this transaction is or was due, AQUATICA was outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. PersonStates, and PURCHASER is no offer to purchase the sole beneficial owner of the Debentures, and has not pre-arranged any sale with any purchaser or purchasers Shares was made in the United States. ; (iv) PURCHASER represents and warrants and hereby AQUATICA agrees that all offers and sales of the Debentures prior Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) AQUATICA is not a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by AQUATICA with a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by AQUATICA include statements to the expiration effect that the Shares have not been registered under the Securities Act of a period commencing on 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the receipt acceptance by ISA of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption from registrationAQUATICA’s purchase, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debenturessurvive thereafter. If AQUATICA has knowledge, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance acceptance of Shares upon conversion this Offshore Stock Purchase Agreement by ISA, that any such representations and warranties shall not be true and accurate in any respect, AQUATICA prior to such acceptance, will give written notice of such fact to ISA specifying which representations and warranties are not true and accurate and the Debenturereasons therefore. AQUATICA agrees to fully indemnify, defend and hold harmless ISA, 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 AQUATICA’s representations, warranties and agreements contained herein. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (ia) PURCHASER Such Purchaser is not a U.S. Person as that term is defined under person and Rules 901 through 903 of Regulation S, as set forth in Annex IIIS govern this transaction. (iib) PURCHASER At the time such Purchaser executed and delivered this Agreement, such Purchaser was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement. (iiic) PURCHASER is purchasing Each distributor participating in the Debentures for its own account and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner offering of the DebenturesUnits, and if any, has not pre-arranged any sale with any purchaser or purchasers agreed in the United States. (iv) PURCHASER represents and warrants and hereby agrees writing that all offers and sales of the Debentures Units and the Shares and Warrants underlying the Units prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY Closing and ending 40 days thereafter one year thereafter, unless adjusted as hereinafter provided (the "Restricted Period") ), shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the registration provisions Units under the 1933 Securities Act or pursuant to an exemption from registrationregistration under the Securities Act. (d) All offers and sales of the Units and the Shares and Warrants underlying the Units by such Purchaser prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from registration under the Securities Act, and all offers and sales after the expiration of the 40-day period Restricted Period shall be made only pursuant to such a registration or to an such exemption from registration. (ve) PURCHASER Such Purchaser acknowledges and agrees that all agreements, certificates, documents and instruments received by such Purchaser shall include statements to the effect that the purchase Units and the Shares and Warrants underlying the Units have not been registered under the Securities Act and may not be offered or sold in the United States or to or for the account or benefit of a U.S. person (other than distributors as defined in Regulation S) during the Debentures involves a high degree of risk is aware of Restricted Period unless the risks Units and further acknowledges that it can bear the economic risk of Shares and Warrants underlying the purchase of Units are registered under the Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions Securities Act or an exemption from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debentureavailable. (viif) PURCHASER is sufficiently experienced Such Purchaser will not engage in financial and business matters to be capable of evaluating any hedging transactions as precluded by Regulation S under the merits and risks of its investments, and to make an informed decision relating theretoSecurities Act.

Offshore Transaction. PURCHASER represents, represents and warrants and covenants to COMPANY as follows: (i) PURCHASER is not a U.S. Person person as that term is defined under Regulation S, as set forth in Annex III.S. (ii) PURCHASER is outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER is purchasing the Purchaser's Debentures for its own account and not on behalf of any U.S. Personperson, and PURCHASER is the sole beneficial owner of the Purchaser's Debentures, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants and hereby agrees that all offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an such exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk risk, is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Purchaser's Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Purchaser's Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto. (viii) In evaluating its investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. (ix) PURCHASER understands that in the view of the SEC the statutory basis for the exemption claimed for this transaction would not be present if the offering of Debentures, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. PURCHASER is acquiring the Purchaser's Debentures for investment purposes and has no present intention to sell the Debentures in the United States or to a U.S. Person or for the account or benefit of a U.S. Person either now or after the expiration of the Restricted Period. (x) PURCHASER is not an underwriter of, or dealer in, the Securities, and PURCHASER is not participating, pursuant to a contractual agreement, in the distribution of the Securities. (xi) During the Restricted Period (as hereinafter defined), neither PURCHASER nor any of its affiliates will, directly or indirectly, maintain any short position in the securities of the COMPANY.

Offshore Transaction. PURCHASER represents, represents and warrants and covenants to COMPANY SELLER as follows: : (i) PURCHASER is not a “U.S. Person person” as that term is defined under in Rule 902 of Regulation S, as set forth in Annex III. ; (ii) PURCHASER is not, and on the Closing date will not be, an affiliate of ISSUER; (iii) at the execution of this Agreement, as well as the time this transaction is or was due, PURCHASER was outside the United States, and no offer to purchase the Shares was made in the United States; (iv) PURCHASER agrees that offers and sales of the Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the execution and delivery acceptance by SELLER of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. PersonPURCHASER's purchase, and shall survive thereafter. If PURCHASER is the sole beneficial owner of the Debentureshas knowledge, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants and hereby agrees that all offers and sales of the Debentures prior to the expiration acceptance of a period commencing on 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 date of the receipt of funds by the COMPANY reasons therefor. PURCHASER agrees to fully indemnify, defend and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation Shold harmless SELLER, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption his agents and attorneys from registration, and against any and all offers losses, claims, damages, liabilities and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debenturesexpenses, including the total loss reasonable attorney's fees and expenses, which may result from a breach of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the PURCHASER’s representations, warranties, agreements, acknowledgments warranties and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information agreements contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debentureherein. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, Buyer represents and warrants and covenants to COMPANY Issuer as follows: (i) PURCHASER Buyer does not have any of its securities registered under the Securities Exchange Act of 1934 (the "Exchange Act") and is not a U.S. Person and is not owned by U.S. Persons as that term is defined under in Regulation S, as set forth in Annex III.S and herein; (ii) PURCHASER is At the time the buy order to purchase the Debentures and Warrants was originated, Buyer was outside the United States as of the date of the execution and delivery of this Agreement.States; 2 (iii) PURCHASER No offer to purchase the Debentures and Warrants was made in the United States nor were any "directed selling efforts" as defined in Rule 902 of Regulation S made in the United States by Buyer or any of its affiliates; (iv) Buyer is purchasing the Debentures and Warrants for its Buyer's own account and for investment purposes and not on behalf of with the view towards distribution. Buyer does not have any U.S. Personcontract, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged any sale understanding or arrangement with any purchaser person to sell, transfer or purchasers in grant participation to such person or any third person with respect to the United States.Debentures and Warrants; (ivv) PURCHASER represents and warrants and hereby agrees that all All subsequent offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") Warrants shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the registration provisions Debentures and Warrants under the 1933 Act or pursuant to an exemption from such registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment.; (vi) PURCHASER Buyer understands that the Debentures and Warrants are being offered and sold to it Buyer in reliance on specific exemptions Regulation S safe harbor from the registration requirements of U.S. securities laws the 1933 Act and that the COMPANY Issuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER Buyer set forth herein in order to determine the applicability of such exemptions safe harbor and the suitability of PURCHASER buyer to acquire the Debentures, Debentures and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture.Warrants; (vii) PURCHASER is sufficiently experienced Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 3b hereof; (viii) Buyer agrees that from the date hereof until the forty-first (41st) day after the purchase of the Debentures and Warrants offered pursuant to Regulation S (the "Restrictive Period"), that the Buyer, or any successor, or any Professional (as defined in financial Section 2a(x) hereof) (except for sales of any Debentures and business matters Warrants registered under the 1933 Act or otherwise exempt from such registration) (a) will not sell the Debentures or the Warrants to a U.S. Person or for the account or benefit of a U.S. Person or anyone believed to be capable a U.S. Person, (b) will not engage in any efforts to sell the Debentures or Warrants in the United States, (c) will send to a Professional 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 evaluating U.S. Persons during the merits Restrictive Period as provided herein and risks (d) has complied with the "Offering Restrictions" as defined in Section 902(h)(1). Issuer will not honor or register and will not be obligated to honor or register any transfer in violation of its investmentsthese provisions; to assure full compliance with the restrictions placed on the resale of securities offered pursuant to Regulation S, the Issuer shall staple an attachment to the certificates evidencing the Debentures and Warrants, which shall bear the restrictive legend attached hereto as Exhibit "A. " The Debentures and Warrants and the Common Stock to be issued upon the conversion of the Debentures and upon the exercise of the Warrants, shall not make reference to the restrictive legend attached thereto, and to make shall be freely transferable on the books and records of Issuer and it's Transfer Agent. (ix) For purposes 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 an informed decision relating thereto.estate or trust, held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account 3 or similar account, other than an estate or trust, held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in 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 principally for the purpose of investing in securities and not registered under the 1933 Act unless it is organized and incorporated and owned by "accredited investors," as defined under Rule 501(a) under the 1933 Act, who are not natural persons, estates or trusts. "U.S. Person" is further defined in Rule 902(o) under the 1933 Act;

Offshore Transaction. PURCHASER represents, represents and warrants and covenants to COMPANY SELLER as follows: : (i) PURCHASER is not a “U.S. Person person” as that term is defined under in Rule 902 of Regulation S, as set forth in Annex III. ; (ii) PURCHASER is not, and on the Closing date will not be, an affiliate of ISSUER; (iii) at the execution of this Agreement, as well as the time this transaction is or was due, PURCHASER was outside the United States, and no offer to purchase the Shares was made in the United States; (iv) PURCHASER agrees that offers and sales of the Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the execution and delivery acceptance by SELLER of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. PersonPURCHASER’s purchase, and shall survive thereafter. If PURCHASER is the sole beneficial owner of the Debentureshas knowledge, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants and hereby agrees that all offers and sales of the Debentures prior to the expiration acceptance of a period commencing on 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 date of the receipt of funds by the COMPANY reasons therefor. PURCHASER agrees to fully indemnify, defend and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation Shold harmless SELLER, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption his agents and attorneys from registration, and against any and all offers losses, claims, damages, liabilities and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debenturesexpenses, including the total loss reasonable attorney's fees and expenses, which may result from a breach of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the PURCHASER's representations, warranties, agreements, acknowledgments warranties and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information agreements contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debentureherein. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER representsThe undersigned represents to the Company, warrants and covenants to COMPANY agrees with the Company, as follows: (i) PURCHASER The undersigned is not a U.S. Person person as that term is defined under Regulation S, as set forth in Annex III.S. (ii) PURCHASER The undersigned is outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER The undersigned is purchasing the Debentures securities for its own account and not on behalf of any U.S. Personperson, and PURCHASER the undersigned is the sole beneficial owner of the Debenturessecurities, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents The undersigned acknowledges that the securities have not been registered under the Act and warrants and hereby agrees that all offers and sales sale of the Debentures securities prior to the expiration of a period commencing on the date of the receipt closing of funds this offering by the COMPANY Company and ending 40 days one-year thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration provisions under the 1933 Act Act, or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40one-day year period shall be made only pursuant to such registration or to an such exemption from registration. The undersigned acknowledges that the securities are “restricted securities” within the meaning of Rule 144 under the Act. The undersigned acknowledges that the Company is under no obligation to register the securities. (v) PURCHASER acknowledges The undersigned understands that in the purchase view of the Debentures involves Securities and Exchange Commission the statutory basis for the exemption claimed for this transaction would not be present if the offering of securities, although in technical compliance with Regulation S, is part of a high degree of risk is aware plan or scheme to evade the registration provisions of the risks Act. The undersigned is acquiring the securities for investment purposes and further acknowledges that it can bear has no present intention to sell the economic risk securities in the United States or to a U.S. Person or for the account or benefit of a U.S. Person either now or after any fixed period of time. The undersigned will not engage in any hedging transactions with respect to the purchase of securities except in compliance with the Debentures, including the total loss of its investmentAct. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from undersigned is not an underwriter of, or dealer in, the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debenturessecurities, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that undersigned is not participating, pursuant to a contractual agreement, in the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion distribution of the Debenturesecurities. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) PURCHASER The Purchaser is not a "U.S. Person person" as that term is defined under Regulation S, as set forth in Annex III.S. (ii) PURCHASER At the time the buy order for the Securities was originated, Purchaser was outside the United States and is outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER Purchaser is purchasing the Debentures Securities for its own account and not on behalf of any U.S. Personperson or any other person, and PURCHASER is the sole beneficial owner of the Debentures, and transaction has not pre-arranged any sale been prearranged with any a purchaser or purchasers in the United States (see Appendix A attached hereto for definitions of "U.S. person" and "United States" under Regulation S) and Purchaser is acquiring the Securities for investment purposes and not with a view towards distribution and has no present arrangement or intention to sell the Securities or the Common Stock issuable upon conversion of the Convertible Preferred Stock or upon exercise of the Warrant. (iv) PURCHASER The Purchaser represents and warrants and hereby agrees that all offers and sales of the Debentures Securities prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY hereof and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor provisions contained in Regulation S, with which Purchaser is familiar, or pursuant to the registration provisions of such securities under the 1933 Act or pursuant to an exemption from registrationregistration under the Act, and the Purchaser shall not take a short position directly or indirectly with respect to the Company's common stock during the Restricted Period, and that all offers and sales after the expiration of the 40-day period Restricted Period in the United States or to a U.S. person shall be made only pursuant to such a registration or to an such exemption from registration. (v) PURCHASER The Purchaser acknowledges and agrees that the purchase Convertible Preferred Stock and/or the Warrant have not been registered under the Act and may not be offered or sold in the United States or to U.S. persons unless the Securities or the Shares are registered under the Act or an exemption from the registration requirements of the Debentures involves a high degree of risk Act is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investmentavailable. (vi) PURCHASER understands The Purchaser is not an officer, director of "affiliate" (as that term is defined in Rule 405 under the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy Act) of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the DebentureCompany. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) PURCHASER is not a U.S. Person as that term is defined under Regulation S, as set forth in Annex III.S. (ii) PURCHASER is outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants and hereby agrees that all offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk , is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto. (viii) In evaluating its investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. PURCHASER is not relying on the COMPANY respecting the legal, tax and other economic considerations of an investment in the Debentures. (ix) PURCHASER understands that in the view of the SEC the statutory basis for the exemption claimed for this transaction would not be present if the offering of Debentures, and the Shares issuable upon conversion thereof, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. PURCHASER is acquiring the Debentures for investment purposes and has no present intention to sell the Debentures, or the Shares issuable upon conversion thereof, in the United States or to a U.S. Person or for the account or benefit of a U.S. Person either now or after the expiration of the Restricted Period. (x) PURCHASER is not an underwriter of, or dealer in, the Securities, and PURCHASER is not participating, pursuant to a contractual agreement, in the distribution of the Securities. (xi) PURCHASER represents, warrants and agrees, that PURCHASER, will not, directly or indirectly, or through one or more intermediaries, maintain any short position in the Shares of the COMPANY during the Restricted Period. (xii) During the period commencing on the Closing Date (as defined herein) and ending on the 41st day following such date, PURCHASER will not sell, commit or agree to sell or pledge any shares of Common Stock of the COMPANY or any other securities convertible into or exercisable for shares of Common Stock of the COMPANY. (xiii) PURCHASER has taken no action which would give rise to any claim by any person for brokerage commission, finders' fees or the like relating to this Agreement or the transactions contemplated hereby.

Offshore Transaction. PURCHASER representsThe undersigned represents to the Company, warrants and covenants to COMPANY agrees with the Company, as follows: (i) PURCHASER The undersigned is not a U.S. Person person as that term is defined under Regulation S, as set forth in Annex III.S. (ii) PURCHASER The undersigned is outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER The undersigned is purchasing the Debentures securities for its own account and not on behalf of any U.S. Personperson, and PURCHASER the undersigned is the sole beneficial owner of the Debenturessecurities, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents The undersigned acknowledges that the securities have not been registered under the Act and warrants and hereby agrees that all offers and sales sale of the Debentures securities prior to the expiration of a period commencing on the date of the receipt closing of funds this offering by the COMPANY Company and ending 40 days one-year thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration provisions under the 1933 Act Act, or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40one-day year period shall be made only pursuant to such registration or to an such exemption from registration. The undersigned acknowledges that the securities are “restricted securities” within the meaning of Rule 144 under the Act. The undersigned acknowledges that the Company is under no obligation to register the securities. (v) PURCHASER acknowledges The undersigned understands that in the purchase view of the Debentures involves Securities and Exchange Commission the statutory basis for the exemption claimed for this transaction would not be present if the offering of securities, although in technical compliance with Regulation S, is part of a high degree of risk is aware plan or scheme to evade the registration provisions of the risks Act. The undersigned is acquiring the securities for investment purposes and further acknowledges that it can bear has no present intention to sell the economic risk securities in the United States or to a U.S. Person or for the account or benefit of a U.S. Person either now or after any fixed period of time. The undersigned will not engage in any hedging transactions with respect to the purchase of securities except in compliance with the Debentures, including the total loss of its investmentAct. (vi) PURCHASER understands that The undersigned is not an underwriter of, or dealer in, the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debenturessecurities, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that undersigned is not participating, pursuant to a contractual agreement, in the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion distribution of the Debenturesecurities. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, represents and warrants and covenants to COMPANY as follows: (i) PURCHASER is not a U.S. Person person as that term is defined under Regulation S, as set forth in Annex III.S. (ii) PURCHASER is outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER is purchasing the Debentures Preferred Shares for its own account and not on behalf of any U.S. Personperson, and PURCHASER is the sole beneficial owner of the DebenturesPreferred Shares, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants and hereby agrees that all offers and sales of the Debentures Preferred Shares prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an such exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures Preferred Shares involves a high degree of risk , is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the DebenturesPreferred Shares, including the total loss of its investment. (vi) PURCHASER understands that the Debentures Preferred Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the DebenturePreferred Shares. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto. (viii) In evaluating its investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. (ix) PURCHASER understands that in the view of the SEC the statutory basis for the exemption claimed for this transaction would not be present if the offering of Preferred Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. PURCHASER is acquiring the Preferred Shares for investment purposes and has no present intention to sell the Preferred Shares in the United States or to a U.S. Person or for the account or benefit of a U.S. Person either now or after the expiration of the Restricted Period. (x) PURCHASER is not an underwriter of, or dealer in, the Securities, and PURCHASER is not participating, pursuant to a contractual agreement, in the distribution of the Securities. (xi) During the Restricted Period (as hereinafter defined), neither PURCHASER nor any of its affiliates will, directly or indirectly, maintain any short position in the Securities of the COMPANY.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) PURCHASER Undersigned is not a U.S. Person person as that term is defined under Regulation SS as promulgated by the Securities and Exchange Commission ("SEC") under authority of the Securities Act of 1993, as set forth in Annex IIIamended ("Act"). (ii) PURCHASER is At the time the buy order was originated, undersigned was outside the United States as of the date of the execution and delivery of this AgreementStates. (iii) PURCHASER Undersigned is purchasing the Debentures for its own account and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and sale has not been pre-arranged any sale with any purchaser or purchasers a buyer in the United States. (iv) PURCHASER Each distributor participating in the offering of the Securities, if any, has agreed in writing that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing Date of the transaction and ending the later of one year thereafter or as set forth in the legend at Paragraph 3 herein shall be made in compliance with the Issuer Safe Harbor, pursuant to registration of Securities under the Act or pursuant to an exemption from such registration requirements. (v) The undersigned represents and warrants and hereby agrees that all offers and sales of the Debentures Securities of the Company acquired hereby prior to the expiration of a period commencing on the date Closing Date of the receipt of funds by the COMPANY transaction and ending 40 days the later of one year thereafter (or as set forth in the "Restricted Period") legend at Paragraph 3 herein shall only be made in compliance with the safe harbor contained in Regulation SIssuer Safe Harbor, pursuant to the registration provisions of Securities under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (viv) PURCHASER acknowledges All offering documents received by the undersigned include statements to the effect that the purchase Securities have not been registered under the Act and may not be offered or sold in the United States or to U.S. persons during a period commencing on the Closing Date of the Debentures involves a high degree transaction and ending the later of risk is aware of one year thereafter or as set forth in the risks and further acknowledges that it can bear legend at Paragraph 3 herein unless the economic risk of Securities are registered under the purchase of the Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions Act or an exemption from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debentureavailable. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) PURCHASER The Purchaser is not a U.S. Person as that term is defined within the meaning of Regulation S or the Purchaser was not formed for the purpose of investing in securities which have not been registered under Regulation S, as set forth in Annex III.the Securities Act for the benefit of a U.S. person; (ii) PURCHASER is At the time the buy order was originated, the Purchaser was outside the United States as of the date of the execution and delivery of this Agreement.States; (iii) PURCHASER To the Purchaser’s knowledge, no offer to sell or purchase the Securities was made in the United States; (iv) The Purchaser is purchasing the Debentures Securities for its own account and for investment purposes and not on behalf with the view towards distribution or for the account of any a U.S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged any sale with any purchaser or purchasers in the United States.; (ivv) PURCHASER represents and warrants and hereby The Purchaser agrees that all it will not hedge the Securities except in compliance with the Securities Act; (vi) All subsequent offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") Securities shall only be made in compliance with the safe harbor contained in Regulation S, and/or pursuant to registration of the registration provisions Securities under the 1933 Securities Act or pursuant to an exemption from registration, and all offers and sales after registration under the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture.Securities Act; (vii) PURCHASER is sufficiently experienced The Purchaser agrees that it will not, during the Restricted Period set forth under Rule 903(b)(iii)(A), act as a distributor, either directly or through any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the Securities other than to a non-U.S. Person except in financial and business matters to be capable compliance with applicable securities laws; (viii) The Purchaser acknowledges that the Common Stock purchased (including shares of evaluating Common Stock issuable upon the merits and risks exercise of its investmentsthe Warrant) will bear a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, and to make an informed decision relating theretoTHE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

Offshore Transaction. PURCHASER represents, Purchaser represents and warrants and covenants to COMPANY Seller as follows: (i) PURCHASER Purchaser is not a U.S. Person as that person (whenever such term is defined under used herein, it shall have the meaning given in Regulation S, as set forth in Annex III.); (ii) PURCHASER Xxxxxxxxx resides and is domiciled outside of the United States and is outside the United States as of the date of the execution and delivery of this Agreement.; (iii) PURCHASER Purchaser is not purchasing the Debentures for its own account and not Seller's Shares on behalf of any U.S. Person, person and PURCHASER is the sole beneficial owner of the Debentures, and sale has not been pre-arranged any sale with any a purchaser or purchasers in the United States.; (iv) PURCHASER Purchaser represents and warrants and hereby agrees that all offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") Seller's Shares shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration provisions under the Securities Act of 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration.; (v) PURCHASER All documents received by Purchaser include statements to the effect that the Seller's Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Person unless the Seller's Shares are registered under the Securities Act of 1933 or an exemption from the registration requirements is available. (vi) Purchaser acknowledges that the purchase of the Debentures Seller's Shares involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the DebenturesSeller's Shares, including the total loss of its investment. (vivii) PURCHASER Purchaser understands that the Debentures Seller's Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. Federal and State securities laws and that the COMPANY Seller is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of PURCHASER Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER Purchaser to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the DebentureSeller's Shares. (viiviii) PURCHASER Purchaser is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investmentsinvestment, and to make an informed decision relating thereto. (x) In evaluating its investment, Purchaser has consulted its own investment and/or legal and/or tax advisors. (xi) Purchaser is not an underwriter of, or dealer in, the Seller's Shares; and Purchaser is not participating, pursuant to a contractual agreement, in the distribution of the Seller's Shares. If Purchaser is purchasing the Seller's Shares subscribed for hereby in representative or fiduciary capacity, the representations and warranties in this Stock Purchase Agreement shall be deemed to have been made on behalf of the person or persons for whom Purchaser is so purchasing. The foregoing representations and warranties are true and accurate as of the date hereof, and shall survive thereafter. If Purchaser has knowledge, prior to the execution of this Stock Purchase Agreement, that any such representations and warranties shall not be true and accurate in any respect, the Purchaser prior to execution, shall give written notice of such fact to the Seller specifying which representations and warranties are not true and accurate and the reasons therefor. Xxxxxxxxx agrees to fully indemnify, defend and hold harmless Seller 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. PURCHASER represents, Buyer represents and warrants and covenants to COMPANY Issuer as follows: (i) PURCHASER Buyer does not have any of its securities registered under the Securities Exchange Act of 1934 (the "Exchange Act") and is not a U.S. Person and is not owned by U.S. Persons as that term is defined under in Regulation S, as set forth in Annex III.S and herein; (ii) PURCHASER is At the time the buy order to purchase the Debentures and Warrants was originated, Buyer was outside the United States as of the date of the execution and delivery of this Agreement.States; 2 (iii) PURCHASER No offer to purchase the Debentures and Warrants was made in the United States nor were any "directed selling efforts" as defined in Rule 902 of Regulation S made in the United States by Buyer or any of its affiliates; (iv) Buyer is purchasing the Debentures and Warrants for its Buyer's own account and for investment purposes and not on behalf of with the view towards distribution. Buyer does not have any U.S. Personcontract, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged any sale understanding or arrangement with any purchaser person to sell, transfer or purchasers in grant participation to such person or any third person with respect to the United States.Debentures and Warrants; (ivv) PURCHASER represents and warrants and hereby agrees that all All subsequent offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") Warrants shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the registration provisions Debentures and Warrants under the 1933 Act or pursuant to an exemption from such registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment.; (vi) PURCHASER Buyer understands that the Debentures and Warrants are being offered and sold to it Buyer in reliance on specific exemptions Regulation S safe harbor from the registration requirements of U.S. securities laws the 1933 Act and that the COMPANY Issuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER Buyer set forth herein in order to determine the applicability of such exemptions safe harbor and the suitability of PURCHASER buyer to acquire the Debentures, Debentures and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture.Warrants; (vii) PURCHASER is sufficiently experienced Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 3b hereof; (viii) Buyer agrees that from the date hereof until the forty-first (41st) day after the purchase of the Debentures and Warrants offered pursuant to Regulation S (the "Restrictive Period"), that the Buyer, or any successor, or any Professional (as defined in financial Section 2a(x) hereof) (except for sales of any Debentures and business matters Warrants registered under the 1933 Act or otherwise exempt from such registration) (a) will not sell the Debentures or the Warrants to a U.S. Person or for the account or benefit of a U.S. Person or anyone believed to be capable a U.S. Person, (b) will not engage in any efforts to sell the Debentures or Warrants in the United States, (c) will send to a Professional 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 evaluating U.S. Persons during the merits Restrictive Period as provided herein and risks (d) has complied with the "Offering Restrictions" as defined in Section 902(h)(1). Issuer will not honor or register and will not be obligated to honor or register any transfer in violation of its investmentsthese provisions; to assure full compliance with the restrictions placed on the resale of securities offered pursuant to Regulation S, the Issuer shall staple an attachment to the certificates evidencing the Debentures and Warrants, which shall bear the restrictive legend attached hereto as Exhibit "A. " The Debentures and Warrants and the Common Stock to be issued upon the conversion of the Debentures and upon the exercise of the Warrants, shall not make reference to the restrictive legend attached thereto, and to make shall be freely transferable on the books and records of Issuer and it's Transfer Agent. (ix) For purposes 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 3 or similar account, other than an informed decision relating thereto.estate or trust, held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account or similar account, other than an estate or trust, held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in 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 principally for the purpose of investing in securities and not registered under the 1933 Act unless it is organized and incorporated and owned by "accredited investors," as defined under Rule 501(a) under the 1933 Act, who are not natural persons, estates or trusts. "U.S. Person" is further defined in Rule 902(o) under the 1933 Act;

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) PURCHASER is not a U.S. Person as that term is defined under Regulation S, as set forth in Annex III. (ii) PURCHASER is outside the United States as of the date of the execution and delivery of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants and hereby agrees that all offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk risk, is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments acknowledgements and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto. (viii) In evaluating its investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. PURCHASER is not relying on the COMPANY respecting the tax and other 3 4 economic considerations of an investment in the Debentures. (ix) PURCHASER understands that in the view of the SEC the statutory basis for the exemption claimed for this transaction would not be present if the offering of Debentures, and the Shares issuable upon conversion thereof, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. PURCHASER is acquiring the Debentures for investment purposes and has no present intention to sell the Debentures, or the Shares issuable upon conversion thereof, in the United States or to a U.S. Person or for the account or benefit of a U.S. Person either now or after the expiration of the Restricted Period. (x) PURCHASER is not an underwriter of, or dealer in, the Securities, and PURCHASER is not participating, pursuant to a contractual agreement, in the distribution of the Securities. (xi) During the period commencing on the Closing Date (as defined herein) and ending on the 45th day following such date, neither PURCHASER nor any of its affiliates will, directly or indirectly, maintain any short position in the securities of the COMPANY. (xii) During the period commencing on the Closing Date (as defined herein) and ending on the 45th day following such date, PURCHASER will not sell, commit or agree to sell or pledge any shares of Common Stock of the COMPANY or any other securities convertible into or exercisable for shares of Common Stock of the COMPANY. (xiii) PURCHASER has taken no action which would give rise to any claim by any person for brokerage commission, finders' fees or the like relating to this Agreement or the transactions contemplated hereby.

Offshore Transaction. PURCHASER represents, represents and warrants and covenants to COMPANY SELLER as follows: : (i) PURCHASER is not a “U.S. Person person” as that term is defined under in Rule 902 of Regulation S, as set forth in Annex III. ; (ii) PURCHASER is not, and on the Closing date will not be, an affiliate of ISSUER; (iii) at the execution of this Agreement, as well as the time this transaction is or was due, PURCHASER was outside the United States, and no offer to purchase the Shares was made in the United States; (iv) PURCHASER agrees that offers and sales of the Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the execution and delivery acceptance by SELLER of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. PersonPURCHASER's purchase, and shall survive thereafter. If PURCHASER is the sole beneficial owner of the Debentureshas knowledge, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants and hereby agrees that all offers and sales of the Debentures prior to the expiration acceptance of a period commencing on 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 date of the receipt of funds by the COMPANY reasons therefor. PURCHASER agrees to fully indemnify, defend and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation Shold harmless SELLER, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption his agents and attorneys from registration, and against any and all offers losses, claims, damages, liabilities and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debenturesexpenses, including the total loss reasonable attorney's fees and expenses, which may result from a breach of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the PURCHASER's representations, warranties, agreements, acknowledgments warranties and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information agreements contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debentureherein. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, represents and warrants and covenants to COMPANY SELLER as follows: : (i) PURCHASER is not a “U.S. Person person” as that term is defined under in Rule 902 of Regulation S, as set forth in Annex III. ; (ii) PURCHASER is not, and on the Closing date will not be, an affiliate of ISSUER; (iii) at the execution of this Agreement, as well as the time this transaction is or was due, PURCHASER was outside the United States, and no offer to purchase the Shares was made in the United States; (iv) PURCHASER agrees that offers and sales of the Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. person, and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the execution and delivery acceptance by SELLER of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. PersonPURCHASER’s purchase, and shall survive thereafter. If PURCHASER is the sole beneficial owner of the Debentureshas knowledge, and has not pre-arranged any sale with any purchaser or purchasers in the United States. (iv) PURCHASER represents and warrants and hereby agrees that all offers and sales of the Debentures prior to the expiration acceptance of a period commencing on 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 date of the receipt of funds by the COMPANY reasons therefor. PURCHASER agrees to fully indemnify, defend and ending 40 days thereafter (the "Restricted Period") shall only be made in compliance with the safe harbor contained in Regulation Shold harmless SELLER, pursuant to the registration provisions under the 1933 Act or pursuant to an exemption his agents and attorneys from registration, and against any and all offers losses, claims, damages, liabilities and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debenturesexpenses, including the total loss reasonable attorney's fees and expenses, which may result from a breach of its investment. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the PURCHASER’s representations, warranties, agreements, acknowledgments warranties and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information agreements contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debentureherein. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, Subscriber represents and warrants and covenants to COMPANY as follows: the Company that (i) PURCHASER Subscriber is not a "U.S. Person person" as that term is defined under in Rule 902(o) of Regulation S, as set forth in Annex III. ; (ii) PURCHASER the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company, (iii) at the same time of execution of this Subscription Agreement, Subscriber was outside the United States as of and no offer to purchase the date of the execution and delivery of this Agreement. (iii) PURCHASER is purchasing the Debentures for its own account and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged any sale with any purchaser or purchasers Securities was made in the United States. ; (iv) PURCHASER represents and warrants and hereby the Subscriber agrees that all offers and sales of the Debentures Securities prior to the expiration of a period commencing on the date Closing of the receipt offering of funds by the COMPANY securities and ending 40 forty (40) days thereafter (the "Restricted Period") shall only 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 safe harbor contained in provisions of Regulation S; (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, pursuant and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions under of the 1933 Act Act; (vii) the 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 person participating pursuant to an exemption from registrationa contractual arrangement in the distribution of the Securities or receiving a selling concession, and all offers and sales after fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the 40-day period shall be made only Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to such registration or to an exemption from registration. Section 903(c)(2)(iv) of Regulation S; and (vviii) PURCHASER acknowledges that the purchase none of the Debentures involves a high degree Subscriber, 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 risk is aware Regulation S; nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the risks and further acknowledges that it can bear Securities in the economic risk of the purchase of the Debentures, including the total loss of its investmentUnited States or elsewhere. (vi) PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an informed decision relating thereto.

Offshore Transaction. PURCHASER represents, warrants Buyer represents and covenants Warrant to COMPANY Issuer as follows: (i) PURCHASER Buyer does not have any of its securities registered under the Securities Exchange Act of 1934 (the "Exchange Act") and is not a U.S. Person and is not owned by U.S. Persons as that term is defined under in Regulation S, as set forth in Annex III.S and herein; (ii) PURCHASER is At the time the buy order to purchase the Stock and Warrant was originated, and at the time this Agreement was executed and delivered, Buyer was outside the United States as of the date of the execution and delivery of this Agreement.States; (iii) PURCHASER is purchasing No offer to purchase the Debentures for its own account Stock and not on behalf of any U.S. Person, and PURCHASER is the sole beneficial owner of the Debentures, and has not pre-arranged any sale with any purchaser or purchasers Warrant was made in the United States.States nor were any "directed selling efforts" as defined in Rule 902 of Regulation S made in the United States by Buyer or any of its affiliates; (iv) PURCHASER represents Buyer is purchasing the Stock and warrants Warrant for Buyer's own account and hereby agrees that all for investment purposes and not with the view towards distribution. Buyer does not have any contract, understanding or arrangement with any person to sell, transfer or grant participation to such person or any third person with respect to the Stock and Warrant; (v) All subsequent offers and sales of the Debentures prior to the expiration of a period commencing on the date of the receipt of funds by the COMPANY Stock and ending 40 days thereafter (the "Restricted Period") Warrant shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the registration provisions Stock and Warrant under the 1933 Act or pursuant to an exemption from such registration, and all offers and sales after the expiration of the 40-day period shall be made only pursuant to such registration or to an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment.; (vi) PURCHASER Buyer understands that the Debentures Stock and Warrant are being offered and sold to it Buyer in reliance on specific exemptions Regulation S safe harbor from the registration requirements of U.S. securities laws the 1933 Act and that the COMPANY Issuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER Buyer set forth herein in order to determine the applicability of such exemptions safe harbor and the suitability of PURCHASER buyer to acquire the Debentures, Stock and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture.Warrant; (vii) PURCHASER is sufficiently experienced Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 4 hereof; (viii) Buyer agrees that from the date hereof until the forty-first (41st) day after the purchase of the Stock and Warrant offered pursuant to Regulation S (the "Restrictive Period"), that the Buyer, or any successor, or any Professional (as defined in financial Section 3a(x) hereof) (except for sales of any Stock and business matters Warrant registered under the 1933 Act or otherwise exempt from such registration) (a) will not sell the Stock or the Warrant to a U.S. Person or for the account or benefit of a U.S. Person or anyone believed to be capable a U.S. Person, (b) will not engage in any efforts to sell the Stock or Warrant in the United States, (c) will send to a Professional 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 evaluating U.S. Persons during the merits and risks of its investmentsRestrictive Period as provided herein , (d) has complied with the "Offering Restrictions" as defined in Section 902(h)(1), and (e) on and after the forty-first (41st) days after the purchase of the Stock and Warrants will offer and sell the Stock and Warrants in compliance with the safe harbor provisions contained in Regulation S or pursuant to any exemption from registration under the 1933 Act. Issuer will not honor or register and will not be obligated to honor or register any transfer in violation of these provisions; to assure full compliance with the restrictions placed on the resale of securities offered pursuant to Regulation S, the Issuer shall staple an attachment to the certificates evidencing the Stock and Warrant, which shall bear the restrictive legend attached hereto as Exhibit "A", and provided the Issuer with a representation certificate certifying compliance with Regulation S. The Stock and Warrant and the Common Stock to be issued upon the exercise of the Warrant, shall not make reference to the restrictive legend attached thereto, and shall be freely transferable on the books and records of the Issuer and its Transfer Agent, subject to the restrictions set forth in this Agreement and in such Warrant. Issuer will not honor or register, any transfer or exercise in violation of any provision of the Act. (ix) For purposes 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 an informed decision relating thereto.estate or trust, held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account or similar account, other than an estate or trust, held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in 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 principally for the purpose of investing in securities and not registered under the 1933 Act unless it is organized and incorporated and owned by "accredited investors," as defined under Rule 501(a) under the 1933 Act, who are not natural persons, estates or trusts. "U.S. --- Person" is further defined in Rule 902(o) under the 1933 Act;