Common use of Offshore Transaction Clause in Contracts

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber is not organized under the laws of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the Act; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber was outside the United States; (iv) Subscriber is purchasing the Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer in the United States; (v) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales of the Shares prior to the expiration of a period commencing on the closing of the offering of the Shares and ending forty days thereafter shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not a distributor or dealer. Subscriber and its controlling persons agree to indemnify the Company for any misrepresentation contained herein.

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber PURCHASER is not, and on the Closing date will not organized under the laws be, an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the ActISSUER; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber 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) Subscriber is purchasing PURCHASER agrees that offers and sales of the Shares for its own account 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 view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer purchaser located in the United StatesStates 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; (vvii) the Subscriber and all offering documents received by PURCHASER include statements to the best knowledge 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 Subscriber each distributordate hereof, if any, participating in the offering shall be true and accurate as of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales date of the Shares acceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the expiration acceptance of a period commencing on the closing of the offering of the Shares this Offshore Stock Purchase Agreement by SELLER, that any such representations and ending forty days thereafter warranties shall not be made true and accurate in any respect, PURCHASER prior to U.S. persons or for such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and reasons therefor. PURCHASER agrees to comply with such restrictions; fully indemnify, defend and (vii) the offer hold harmless SELLER, his agents and sale 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 the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not a distributor or dealer. Subscriber PURCHASER’s representations, warranties and its controlling persons agree to indemnify the Company for any misrepresentation agreements contained herein.

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902 (o902(o) of Regulation S; (ii) the Subscriber is not, and on the Closing Date will not organized under the laws be, an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the ActCompany; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber was outside the United States; (iv) Subscriber is purchasing States and no offer to purchase the Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer Securities was made in the United States; (viv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales of the Shares Securities prior to the expiration of a period commencing on the closing of the offering of the Shares Closing and ending forty (40) days thereafter (the"Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (viv) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. 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, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its controlling 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 that 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; and (viii) none of the Subscriber, its affiliates or persons agree acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to indemnify the Company for offer and sale of any misrepresentation contained hereinof the Securities in the United States or elsewhere.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is not a "U.S. person" as that term is defined in Rule 902 (o902(o) of Regulation SS (a copy of which definition is attached as Exhibit B); (ii) and neither the Subscriber nor any Investor is not an entity organized or incorporated under the laws of the United States and was not formed any foreign jurisdiction by any "U.S person" principally for the purpose of investing in Regulation S Securities and is securities not registered under the Act; , unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (iiias defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the offer shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription AgreementAgreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor was physically outside the United States; (iviii) the Subscriber is purchasing the Shares Securities for its own account and not on behalf of or for the benefit of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale and resale of the Shares has Securities have not been prearranged with any buyer in the United States; (viv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of SubscriberSecurities, has agreed and the Subscriber hereby agrees that all offers and sales of the Shares Securities prior to the expiration of a period commencing on the closing Closing of the offering all shares of the Shares Preferred Stock offered and ending forty (40) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not an affiliate of a distributor or dealer. Subscriber and its controlling persons agree ) with respect to indemnify the Company for any misrepresentation contained hereinthis transaction.

Offshore Transaction. Subscriber MS. NING represents and warrants to the Company that CHFR as follows: (i) Subscriber MS. NING is not a "“U.S. person" ” as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber is not organized under the laws of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the Act; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber as well as the time this transaction is or was due, MS. NING was outside the United States; (iv) Subscriber is purchasing , and no offer to purchase the Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer was made in the United States; (viii) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber MS. NING agrees that all offers and sales of the Shares prior to the expiration of a period commencing on the closing of the offering of the Shares and ending forty days thereafter shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation Sfederal securities laws; (viiv) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdictionMS. Subscriber NING is not a distributor or dealer; (v) the transactions contemplated hereby have not been and will not be made on behalf of any U.S. person or pre-arranged by MS. Subscriber NING with a purchaser located in the United States or a purchaser which is a U.S. person, and its controlling persons agree such transactions are not and will not be part of a plan or scheme to indemnify evade the Company for registration provisions of the Act; (vi)all offering documents received by MS. NING 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 acceptance by CHFR of MS. NING’s purchase, and shall survive thereafter. If MS. NING has knowledge, prior to the acceptance of this Offshore Subscription Agreement by CHFR, that any misrepresentation contained hereinsuch representations and warranties shall not be true and accurate in any respect, MS. NING prior to such acceptance, will give written notice of such fact to CHFR specifying which representations and warranties are not true and accurate and the reasons therefore.

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber PURCHASER is not, and on the Closing date will not organized under the laws be, an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the ActISSUER; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber 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) Subscriber is purchasing PURCHASER agrees that offers and sales of the Shares for its own account 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 view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer purchaser located in the United StatesStates 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; (v) the Subscriber and vii)all offering documents received by PURCHASER include statements to the best knowledge 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 Subscriber each distributordate hereof, if any, participating in the offering shall be true and accurate as of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales date of the Shares acceptance by SELLER of PURCHASER's purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the expiration acceptance of a period commencing on the closing of the offering of the Shares this Offshore Stock Purchase Agreement by SELLER, that any such representations and ending forty days thereafter warranties shall not be made true and accurate in any respect, PURCHASER prior to U.S. persons or for such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and reasons therefor. PURCHASER agrees to comply with such restrictions; fully indemnify, defend and (vii) the offer hold harmless SELLER, his agents and sale 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 the Shares to Subscriber does not violate the securities or other laws of SubscriberPURCHASER's jurisdiction. Subscriber is not a distributor or dealer. Subscriber representations, warranties and its controlling persons agree to indemnify the Company for any misrepresentation agreements contained herein.

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902 (o902(o) of Regulation S; (ii) the Subscriber is not, and on the Closing Date will not organized under the laws be, an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the Act; Company, (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber was outside the United States; (iv) Subscriber is purchasing States and no offer to purchase the Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer Securities was made in the United States; (viv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales of the Shares Securities prior to the expiration of a period commencing on the closing Closing of the offering of the Shares Securities and ending forty (40) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (viv) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. 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, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its controlling 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 that the purchaser is subject to the same restrictions on offers and sales as the Subcriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons agree acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S; nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to indemnify the Company for offer and sale of any misrepresentation contained hereinof the Securities in the United States or elsewhere.

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902 (o902(o) of Regulation S; (ii) the Subscriber is not, and on the Closing Date will not organized under the laws be, an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the Act; Company, (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber was outside the United States; (iv) Subscriber is purchasing States and no offer to purchase the Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer Securities was made in the United States; (viv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales of the Shares Securities prior to the expiration of a period commencing on the closing Closing of the offering of the Shares securities and ending forty (40) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (viv) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. 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, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its controlling 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 that 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; and (viii) none of the Subscriber, its affiliates or persons agree acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S; nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to indemnify the Company for offer and sale of any misrepresentation contained hereinof the Securities in the United States or elsewhere.

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber PURCHASER is not, and on the Closing date will not organized under the laws be, an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the ActISSUER; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber 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) Subscriber is purchasing PURCHASER agrees that offers and sales of the Shares for its own account 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 view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer purchaser located in the United StatesStates 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; (v) the Subscriber and vii)all offering documents received by PURCHASER include statements to the best knowledge 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 Subscriber each distributordate hereof, if any, participating in the offering shall be true and accurate as of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales date of the Shares acceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the expiration acceptance of a period commencing on the closing of the offering of the Shares this Offshore Stock Purchase Agreement by SELLER, that any such representations and ending forty days thereafter warranties shall not be made true and accurate in any respect, PURCHASER prior to U.S. persons or for such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and reasons therefor. PURCHASER agrees to comply with such restrictions; fully indemnify, defend and (vii) the offer hold harmless SELLER, his agents and sale 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 the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not a distributor or dealer. Subscriber PURCHASER’s representations, warranties and its controlling persons agree to indemnify the Company for any misrepresentation agreements contained herein.

Offshore Transaction. The Subscriber represents and warrants to the --------------------- Company that (i) neither the Subscriber nor any investors on whose behalf the Subscriber may purchase and hold Shares (the "Investors") is not a "U.S. person" as that term is defined in Rule 902 (o902(k) of Regulation S; S (ii) a copy of which definition is attached as Exhibit A), and neither the Subscriber nor any Investor is not an entity organized or incorporated under the laws of the United States and was not formed any foreign jurisdiction by any "U.S person" principally for the purpose of investing in Regulation S Securities and is securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts; (iiiii) the offer Shares were not offered to the Subscriber or to any Investor in the United States and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription AgreementAgreement and of any offer to the Subscriber or to the Investors to purchase the Shares hereunder, the Subscriber and each such Investor was physically outside the United States; (iviii) the Subscriber is purchasing the Shares Securities for its own account and not on behalf of or for the benefit of any "U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person person" and the sale and resale of the Shares has Securities have not been prearranged with any buyer in the United States; (viv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of SubscriberSecurities, has agreed and the Subscriber hereby agrees that all offers and sales of the Shares Securities prior to the expiration of a period commencing on the closing of the offering of the Shares Closing and ending forty days thereafter one (1) year later (the "Distribution Compliance Period") shall not be made to "U.S. persons persons" or for the account or benefit of "U.S. persons persons" and shall otherwise be made in compliance with the provisions of Regulation S; S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not an affiliate of a distributor or dealer. Subscriber and its controlling persons agree ) with respect to indemnify the Company for any misrepresentation contained hereinthis transaction.

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber PURCHASER is not, and on the Closing date will not organized under the laws be, an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the ActISSUER; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber 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) Subscriber is purchasing PURCHASER agrees that offers and sales of the Shares for its own account 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 view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer purchaser located in the United StatesStates 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; (v) the Subscriber and vii)all offering documents received by PURCHASER include statements to the best knowledge 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 Subscriber each distributordate hereof, if any, participating in the offering shall be true and accurate as of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales date of the Shares acceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the expiration acceptance of a period commencing on the closing of the offering of the Shares this Offshore Stock Purchase Agreement by SELLER, that any such representations and ending forty days thereafter warranties shall not be made true and accurate in any respect, PURCHASER prior to U.S. persons or for such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and reasons therefor. PURCHASER agrees to comply with such restrictions; fully indemnify, defend and (vii) the offer hold harmless SELLER, his agents and sale 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 the Shares to Subscriber does not violate the securities or other laws of SubscriberPURCHASER's jurisdiction. Subscriber is not a distributor or dealer. Subscriber representations, warranties and its controlling persons agree to indemnify the Company for any misrepresentation agreements contained herein.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is not a "U.S. person" as that term is defined in Rule 902 (o902(o) of Regulation S; S (ii) a copy of which definition is attached as Exhibit B), and neither the Subscriber nor any Investor is not an entity organized or incorporated under the laws of the United States and was not formed any foreign jurisdiction by any "U.S. person" principally for the purpose of investing in Regulation S Securities and is securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts; (iiiii) the offer Preferred Stock was not offered to the Subscriber or to any Investor in the United States and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription AgreementAgreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor was physically outside the United States; (iviii) the Subscriber is purchasing the Shares Securities for its own account and not on behalf of or for the benefit of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale and resale of the Shares has Securities have not been prearranged with any buyer in the United States; (viv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of SubscriberSecurities, has agreed and the Subscriber hereby agrees that all offers and sales of the Shares Securities prior to the expiration of a period commencing on the closing Closing of the offering of the Shares all Preferred Stock offered and ending forty forty-five (45) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not an affiliate of a distributor or dealer. Subscriber and its controlling persons agree ) with respect to indemnify the Company for any misrepresentation contained hereinthis transaction.

Offshore Transaction. Subscriber FIRST CAPITAL represents and warrants to the Company that H-NET as follows: (i) Subscriber FIRST CAPITAL is not a "U.S. person" as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber FIRST CAPITAL is not, and on the Closing date will not organized under the laws be, an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the ActH-NET; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber as well as the time this transaction is or was due, FIRST CAPITAL was outside the United States, and no offer to purchase the Shares was made in the United States; (iv) Subscriber is purchasing the Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer in the United States; (v) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber FIRST CAPITAL agrees that all offers and sales of the Shares prior to the expiration of a period commencing on the closing of the offering of the Shares and ending forty days thereafter shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation Sfederal securities laws; (viv) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber FIRST CAPITAL 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 FIRST CAPITAL 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 FIRST CAPITAL 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. Subscriber 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 acceptance by H-NET of FIRST CAPITAL's purchase, and shall survive thereafter. If FIRST CAPITAL has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by H-NET, that any such representations and warranties shall not be true and accurate in any respect, FIRST CAPITAL prior to such acceptance, will give written notice of such fact to H-NET specifying which representations and warranties are not true and accurate and the reasons therefore. FIRST CAPITAL agrees to fully indemnify, defend and hold harmless H-NET, its controlling persons agree to indemnify the Company for officers, directors, employees, agents and attorneys from and against any misrepresentation and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of FIRST CAPITAL's representations, warranties and agreements contained herein.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) the Subscriber is not a "U.S. person" as that term is defined in Rule 902 (o902(o) of Regulation S; S (iia copy of which definition is attached as Exhibit B) and the Subscriber is not organized under the laws of the United States and was not formed by a "U.S. person" for the purpose of investing in Regulation S Securities and is securities not registered under the Act; (iiiii) the offer Securities were not offered to the Subscriber in the United States and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription AgreementAgreement and of any offer to the Subscriber to purchase the Securities hereunder, the Subscriber was physically outside the United States; (iviii) the Subscriber is purchasing the Shares Securities for its own account and not on behalf of or for the benefit of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale and resale of the Shares has Securities have not been prearranged with any buyer in the United States; (viv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of SubscriberSecurities, has agreed and the Subscriber hereby agrees that all offers and sales offers, sales, pledges, assignments, or other dispositions of the Shares Securities prior to the expiration of a period commencing on the closing Closing of last sale of Debentures in the offering of the Shares Offering and ending forty days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) S. Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does has not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not been engaged as a distributor or dealerdealer in the U.S. with respect to this transaction. All offers and sales by Subscriber and its controlling persons agree during the Restricted Period will be made only in accordance with Rules 903 or 904 of Regulation S, or pursuant to indemnify a registration under the Company for any misrepresentation contained hereinAct or an exemption therefrom. The Subscriber is a bona fide resident of or organization domiciled outside of the United States.

Offshore Transaction. Subscriber AQUATICA represents and warrants to the Company that ISA as follows: (i) Subscriber AQUATICA is not a "“U.S. person" ” as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber AQUATICA is not, and on the Closing date will not organized under the laws be, an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the ActISA; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber as well as the time this transaction is or was due, AQUATICA was outside the United States, and no offer to purchase the Shares was made in the United States; (iv) Subscriber is purchasing the Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer in the United States; (v) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber AQUATICA agrees that all offers and sales of the Shares prior to the expiration of a period commencing on the closing of the offering of the Shares and ending forty days thereafter shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation Sfederal securities laws; (viv) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber 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 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. Subscriber 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 acceptance by ISA of AQUATICA’s purchase, and shall survive thereafter. If AQUATICA has knowledge, prior to the acceptance of 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 reasons therefore. AQUATICA agrees to fully indemnify, defend and hold harmless ISA, its controlling persons agree to indemnify the Company for officers, directors, employees, agents and attorneys from and against any misrepresentation 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.

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber is not organized under the laws of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the Act; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber 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; (iii) 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; (iv) Subscriber PURCHASER is purchasing not a distributor or dealer; (v) the Shares for its own account 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 view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer purchaser located in the United StatesStates 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; and (vvi) the Subscriber and all offering documents received by PURCHASER include statements to the best knowledge effect that the Shares have not been registered under the Securities Act of 1933, as amended, 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 Subscriber each distributordate hereof, if any, participating in the offering shall be true and accurate as of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales date of the Shares acceptance by SELLER of PURCHASER’S purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the expiration acceptance of a period commencing on the closing of the offering of the Shares this Offshore Stock Purchase Agreement by SELLER, that any such representations and ending forty days thereafter warranties shall not be made true and accurate in any respect, PURCHASER prior to U.S. persons or for such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and reasons therefor. PURCHASER agrees to comply with such restrictions; fully indemnify, defend and (vii) the offer hold harmless SELLER, his agents and sale 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 the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not a distributor or dealer. Subscriber PURCHASER’S representations, warranties and its controlling persons agree to indemnify the Company for any misrepresentation agreements contained herein.

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber PURCHASER is not, and on the Closing date will not organized under the laws be, an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the ActISSUER; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber 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) Subscriber is purchasing PURCHASER agrees that offers and sales of the Shares for its own account 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 view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer purchaser located in the United StatesStates 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; (v) the Subscriber and vii)all offering documents received by PURCHASER include statements to the best knowledge 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 Subscriber each distributordate hereof, if any, participating in the offering shall be true and accurate as of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales date of the Shares acceptance by SELLER of PURCHASER's purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the expiration acceptance of a period commencing on the closing of the offering of the Shares this Offshore Stock Purchase Agreement by SELLER, that any such representations and ending forty days thereafter warranties shall not be made true and accurate in any respect, PURCHASER prior to U.S. persons or for such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and reasons therefor. PURCHASER agrees to comply with such restrictions; fully indemnify, defend and (vii) the offer hold harmless SELLER, his agents and sale 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 the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not a distributor or dealer. Subscriber PURCHASER’s representations, warranties and its controlling persons agree to indemnify the Company for any misrepresentation agreements contained herein.

Offshore Transaction. The Subscriber represents and warrants to the --------------------- Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Securities (the "Investors") is not a "U.S. person" as that term is defined in Rule 902 (o902(o) of Regulation S; S (ii) a copy of which definition is attached as Exhibit D), --------- and neither the Subscriber nor any Investor is not an entity organized or incorporated under the laws of the United States and was not formed any foreign jurisdiction by any "U.S person" principally for the purpose of investing in Regulation S Securities and is securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts; (iiiii) the offer Securities were not offered to the Subscriber or to any Investor in the United States and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription AgreementAgreement and of any offer to the Subscriber or to the Investors to purchase the Securities hereunder, the Subscriber and each such Investor was physically outside the United States; (iviii) the Subscriber is purchasing the Shares Securities for its own account and not on behalf of or for the benefit of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale and resale of the Shares has Securities have not been prearranged with any buyer in the United States; (viv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of SubscriberSecurities, has agreed and the Subscriber hereby agrees that all offers and sales of the Shares Securities prior to the expiration of a period commencing on the closing of the offering of the Shares Securities offered and ending forty forty-five (45) days thereafter (the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not an affiliate of a distributor or dealer. Subscriber and its controlling persons agree ) with respect to indemnify the Company for any misrepresentation contained hereinthis transaction.

Offshore Transaction. Subscriber represents The Purchaser represents, warrants and warrants covenants to the Company that (ia) Subscriber no Participant is not a "U.S. person" (the "U.S. Person") as that term is defined in Rule 902 (o902(k) of Regulation S; (iib) Subscriber no Participant is not organized under the laws an affiliate of the United States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the ActCompany; (iiic) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber each Participant was outside the United States; (iv) Subscriber is purchasing States and no offer to purchase the Shares for its own account and not on behalf of any U.S. person or with a view to or in connection with any distribution, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer Securities was made in the United States; (vd) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales of the Shares Securities prior to the expiration of a one-year period commencing on the closing of Closing Date (the offering of the Shares and ending forty days thereafter "Restricted Period") shall not be made to U.S. persons Persons or for the account or benefit of U.S. persons Persons and shall otherwise be made in compliance with the provisions of Regulation S; (vie) Subscriber understands the transactions contemplated hereby (i) have not been and will not be pre-arranged with a purchaser located in the United States or a purchaser which is a U.S. Person, and (ii) are not and will not be part of a plan or scheme to evade the registration provisions of the Securities Act; (f) the Purchaser and each of the Participants shall take all reasonable steps to ensure its compliance with Regulation S; (g) prior to the expiration of the Restricted Period, the Purchaser shall promptly send to each person buying the Securities from the Purchaser, who is a distributor, dealer (as defined in Section 2(a)(12) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or a person receiving a selling concession, fee or other remuneration in respect of any of the Securities, a confirmation or other notice stating that such buyer is subject to the same restrictions on transfer offers and sales as a distributor of the Shares imposed by this Agreement and U.S. securities laws and agrees such Securities pursuant to comply with such restrictionsSection 903(b)(3)(iv) of Regulation S; and (viih) neither the Purchaser nor any Participant, nor any of their affiliates or persons acting on their behalf have conducted any "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S; nor has the Purchaser or any of the Participants, their affiliates or persons acting on their behalf conducted any general solicitation to the offer and sale of any of the Shares to Subscriber does not violate Securities in the securities United States or other laws of Subscriber's jurisdiction. Subscriber is not a distributor or dealer. Subscriber and its controlling persons agree to indemnify the Company for any misrepresentation contained hereinelsewhere.

Offshore Transaction. Subscriber In connection with the purchase and sale of the Debentures, Purchaser represents and warrants to the Company that to, and covenants and agrees with Seller as follows: (i) Subscriber Purchaser is not a "U.S. person" as that term is defined in Rule 902 (o) of Regulation S; (ii) Subscriber natural person and is not organized under the laws of any jurisdiction within the United States and States, was not formed by a U.S. Person (as defined in Section 902(o) of Regulation S) for the purpose of investing in Regulation S Securities securities and is not registered under otherwise a U.S. Person. Purchaser is not, and on the Actclosing date will not be, an affiliate of Seller; (ii) At the time the buy order was originated, 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; (iii) No offer to purchase the offer and sale Debentures or the common stock of Seller issuable upon conversion of the Shares will be Debentures (collectively, the "Securities"), was made by Purchaser in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber was outside the United States; (iv) Subscriber Purchaser is purchasing the Shares Securities for its own account and not on behalf Purchaser is qualified to purchase the Securities under the laws of any U.S. person or with a view to or in connection with any distributionits jurisdiction of residence, resale, subdivision or fractionalization of the Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer in the United States; (v) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales of the Shares prior to the expiration of a period commencing on the closing of the offering of the Shares and ending forty days thereafter shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does Securities will not violate the securities or other laws of Subscriber's such jurisdiction; (v) All offers and sales of any of the Securities by Purchaser prior to the end of the Restricted Period (as hereinafter defined) shall be made in compliance with any applicable securities laws of any applicable jurisdiction and in accordance with Rule 903 and 904, as applicable, of Regulation S or pursuant to registration of securities under the 1933 Act or pursuant to an exemption from registration. Subscriber is not In any case, none of the Securities have been or will be offered or sold by Purchaser to, or for the account or benefit of, a distributor U.S. Person or dealer. Subscriber and its controlling persons agree within the United States until after the end of the forty (40) day period commencing on the date of closing of the offering of the Securities or (the "Restricted Period"), which in no event shall be later than _____________, 1996, when this offering shall be closed to indemnify the Company for any misrepresentation contained herein.all Purchasers;