Common use of Other Representations, Warranties and Covenants Clause in Contracts

Other Representations, Warranties and Covenants. (1) The Duratech Shareholders has been furnished with and has carefully read the periodic reports on Forms 10-KSB, 10-QSB and 8-K filed by UpSnap with the Commission during the preceding three years. With respect to individual or partnership tax and other economic considerations involved in this investment, the Duratech Shareholders confirms that they are not relying on UpSnap (or any agent or representative of UpSnap). The Duratech Shareholders have carefully considered and have, to the extent such person believes such discussion necessary, discussed with its own legal, tax, accounting and financial advisers the suitability of an investment in the New Shares for such particular tax and financial situation. (2) The Duratech Shareholders have had an opportunity to inspect relevant documents relating to the organization and business of UpSnap. The Duratech Shareholders acknowledges that all documents, records and books pertaining to this investment which such Duratech Shareholder has requested have been made available for inspection to each Duratech Shareholder and its respective attorney, accountant or other adviser(s). (3) The Duratech Shareholders and/or their respective advisor(s) has/have had a reasonable opportunity to ask questions of, and receive answers and request additional relevant information from, the officers of UpSnap concerning the transactions contemplated by this Agreement. (4) The Duratech Shareholders confirm that they are not exchanging the Duratech Shares for the New Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar. (5) The Duratech Shareholders, by reason of such person’s business or financial experience, has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. (6) Except as set forth in this Agreement, the Duratech Shareholders represent that no representations or warranties have been made to them by UpSnap, any officer, director, agent, employee, or affiliate of UpSnap, and such Duratech Shareholders have not relied on any oral representation by UpSnap or by any of its officers, directors or agents in connection with their decision to acquire the New Shares hereunder. (7) The Duratech Shareholders represent that neither they nor any of their directors, officers, managers, members, trustees or affiliates is subject to any of the events described in Section 262(b) of Regulation A promulgated under the Securities Act. (8) The Duratech Shareholders have adequate means of providing for their current financial needs and contingencies, are able to bear the substantial economic risks of an investment in the New Shares for an indefinite period of time, have no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. (9) The Duratech Shareholders have such knowledge and experience in financial, tax and business matters so as to enable them to use the information made available to them in connection with the transaction to evaluate the merits and risks of an investment in the New Shares and to make an informed investment decision with respect thereto. (10) The Duratech Shareholders understand that the New Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law and they are acquiring the New Shares as principal for their own account for investment purposes and not for distribution. The Duratech Shareholders acknowledges that the New Shares have not been registered under the Securities Act or under any the securities act of any state or country. The Duratech Shareholders understand further that in absence of an effective registration statement, the New Shares can only be sold pursuant to some exemption from registration under the Securities Act. (11) The Duratech Shareholders recognize that investment in the New Shares involves substantial risks. The Duratech Shareholders acknowledge that they have reviewed the risk factors identified in the periodic reports filed by UpSnap with the Commission. The Duratech Shareholders further confirm that they are aware that no federal or state agencies have passed upon this transaction or made any finding or determination as to the fairness of this investment. (12) The Duratech Shareholders acknowledge that each stock certificate representing the New Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) PURSUANT TO AN EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S AND HAVE NOT BEEN REGISTERED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE PURCHASER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. THE HOLDER AGREES TO REFRAIN FROM HEDGING TRANSACTIONS PURSUANT TO THE REQUIREMENTS OF REGULATION S.

Other Representations, Warranties and Covenants. (1) The Duratech Shareholders Ren Shareholder has been furnished with and has carefully read the periodic reports on Forms 10-KSB, 10-QSB and 8-K filed by UpSnap FitMedia with the Securities and Exchange Commission during the preceding three years. With respect to individual or partnership tax and other economic considerations involved in this investment, the Duratech Shareholders Ren Shareholder confirms that they are it is not relying on UpSnap FitMedia (or any agent or representative of UpSnapthe Company). The Duratech Shareholders have Ren Shareholder has carefully considered and havehas, to the extent such person believes such discussion necessary, discussed with its own legal, tax, accounting and financial advisers the suitability of an investment in the New Shares for such particular tax and financial situation. (2) The Duratech Shareholders have Ren Shareholder has had an opportunity to inspect relevant documents relating to the organization and business of UpSnapFitMedia. The Duratech Shareholders Ren Shareholder acknowledges that all documents, records and books pertaining to this investment which such Duratech Shareholder Purchaser has requested have been made available for inspection to each Duratech Shareholder by such Purchaser and its respective attorney, accountant or other adviser(s). (3) The Duratech Shareholders Ren Shareholder and/or their its respective advisor(s) has/have had a reasonable opportunity to ask questions of, and receive answers and request additional relevant information from, the officers of UpSnap FitMedia concerning the transactions contemplated by this Agreement. (4) The Duratech Shareholders confirm Ren Shareholder confirms that they are it is not exchanging acquiring the Duratech Shares for the New Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar. (5) The Duratech ShareholdersRen Shareholder, by reason of such person’s business or financial experience, has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. (6) Except as set forth in this Agreement, the Duratech Shareholders represent Ren Shareholder represents that no representations or warranties have been made to them it by UpSnapFitMedia, any officer, officer director, agent, employee, or affiliate of UpSnapFitMedia, and such Duratech Shareholders have Ren Shareholder has not relied on any oral representation by UpSnap FitMedia or by any of its officers, directors or agents in connection with their its decision to acquire the New Shares hereunder. (7) The Duratech Shareholders represent Ren Shareholder represents that neither they it nor any of their its directors, officers, managers, members, trustees or affiliates is subject to any of the events described in Section 262(b) of Regulation A promulgated under the Securities Act. (8) The Duratech Shareholders have Ren Shareholder has adequate means of providing for their its current financial needs and contingencies, are is able to bear the substantial economic risks of an investment in the New Shares for an indefinite period of time, have has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. (9) The Duratech Shareholders have Ren Shareholder has such knowledge and experience in financial, tax and business matters so as to enable them it to use the information made available to them it in connection with the transaction to evaluate the merits and risks of an investment in the New Shares and to make an informed investment decision with respect thereto. (10) The Duratech Shareholders understand Ren Shareholder understands that the New Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law and they are acquiring the New Shares as principal for their own account for investment purposes and not for distribution. The Duratech Shareholders Ren Shareholder acknowledges that the New Shares have not been registered under the Securities Act or under any the securities act of any state or country. The Duratech Shareholders understand Ren Shareholder understands further that in absence of an effective registration statement, the New Shares can only be sold pursuant to some exemption from registration under the Securities Actregistration. (11) The Duratech Shareholders recognize Ren Shareholder recognizes that investment in the New Shares involves substantial risks. The Duratech Shareholders acknowledge Ren Shareholder acknowledges that they have it has reviewed the risk factors identified in the periodic reports filed by UpSnap FitMedia with the Securities and Exchange Commission. The Duratech Shareholders Ren Shareholder further confirm confirms that they are he is aware that no federal or state agencies have passed upon this transaction or made any finding or determination as to the fairness of this investment. (12) The Duratech Shareholders acknowledge Ren Shareholder acknowledges that each stock certificate representing the New Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”) PURSUANT TO AN EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S AND HAVE NOT BEEN REGISTERED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE PURCHASER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. THE HOLDER AGREES TO REFRAIN FROM HEDGING TRANSACTIONS PURSUANT TO THE REQUIREMENTS OF REGULATION S.

Other Representations, Warranties and Covenants. (1i) The Duratech Shareholders has have been furnished with and has have carefully read the periodic reports on Forms 10-K, 10-KSB, 10-Q, 10-QSB and 8-K filed by UpSnap CHFY with the Securities and Exchange Commission during the preceding three years. With respect to individual or partnership tax and other economic considerations involved in this investment, the Duratech Shareholders confirms confirm that they are not relying on UpSnap CHFY (or any agent or representative of UpSnapCHFY). The Duratech Shareholders have carefully considered and have, to the extent such person believes persons believe such discussion necessary, discussed with its their own legal, tax, accounting and financial advisers the suitability of an investment in the New Shares Securities for such particular tax and financial situation. (2ii) The Duratech Shareholders acknowledge that they are aware of the quoted prices for CHFY’s common stock on the OTC Bulletin Board but understand there is no active trading market for such shares, quotations on the OTCBB represent inter-dealer prices without retail xxxx-up, xxxx-down, or commission, and may not represent actual transactions, and there is no liquid trading market for CHFY’s Common Stock. As a result, there can be no assurance that the Shareholders will be able to sell the common stock. (iii) The Shareholders have had an opportunity to inspect relevant documents relating to the organization and business of UpSnapCHFY. The Duratech Shareholders acknowledges acknowledge that all documents, records and books pertaining to this investment which such Duratech Shareholder Shareholders have requested has requested have been made available for inspection to each Duratech Shareholder by such Shareholders and its their respective attorney, accountant or other adviser(s). (3iv) The Duratech Shareholders and/or their respective advisor(s) has/have had a reasonable opportunity to ask questions of, and receive answers and request additional relevant information from, the officers of UpSnap CHFY concerning the transactions contemplated by this Agreement. (4v) The Duratech Shareholders confirm that they are not exchanging acquiring the Duratech Shares for the New Shares Securities as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar. (5vi) The Duratech Shareholders, by reason of such person’s their business or financial experience, has have the capacity to protect its their own interests in connection with the transactions contemplated by this Agreement. (6vii) Except as set forth in this Agreement, the Duratech Shareholders represent that no representations or warranties have been made to them by UpSnapCHFY, any officer, officer director, agent, employee, or affiliate of UpSnapCHFY, and such Duratech Shareholders have not relied on any oral representation by UpSnap CHFY or by any of its officers, directors or agents in connection with their decision to acquire the New Shares hereunderSecurities. (7viii) The Duratech Shareholders represent that neither they nor any of their directors, officers, managers, members, trustees or affiliates is subject to any of the events described in Section 262(b) of Regulation A promulgated under the Securities Act. (8) ix) The Duratech Shareholders have adequate means of for providing for their current financial needs and contingencies, are able to bear the substantial economic risks of an investment in the New Shares Securities for an indefinite period of time, have no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. (9x) The Duratech Shareholders have such knowledge and experience in financial, tax and business matters so as to enable them to use the information made available to them in connection with the transaction to evaluate the merits and risks of an investment in the New Shares Securities and to make an informed investment decision with respect thereto. (10xi) The Duratech Shareholders understand that the New Shares are Securities constitutes “restricted securities” that have not been registered under the Securities Act or any applicable state securities law and they are acquiring the New Shares same as principal for their own account for investment purposes and not for distribution. The Duratech Shareholders acknowledges acknowledge that the New Shares Securities have not been registered under the Securities Act or under any the securities act of any state or country. The Duratech Shareholders understand further that in absence of an effective registration statement, the New Shares Securities can only be sold pursuant to some exemption from registration under the Securities Actregistration. (11xii) The Duratech Shareholders recognize that investment in the New Shares Securities involves substantial risks. The Duratech Shareholders acknowledge that they have reviewed the risk factors identified in the periodic reports filed by UpSnap CHFY with the Securities and Exchange Commission. The Duratech Shareholders further confirm that they are aware that no federal or state agencies have passed upon this transaction or made any finding or determination as to the fairness of this investment. (12xiii) The Duratech Shareholders acknowledge that each stock certificate or note representing the New Shares Securities shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”) PURSUANT TO AN EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S AND HAVE NOT BEEN REGISTERED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE PURCHASER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. THE HOLDER AGREES TO REFRAIN FROM HEDGING TRANSACTIONS PURSUANT TO THE REQUIREMENTS OF REGULATION S.

Other Representations, Warranties and Covenants. (1) The Duratech Shareholders Eastern Concept Shareholder has been furnished with and has have carefully read the periodic reports on Forms 10-KSB, 10-QSB and 8-K filed by UpSnap AXIO with the Securities and Exchange Commission during the preceding three years. With respect to individual or partnership tax and other economic considerations involved in this investment, the Duratech Shareholders Eastern Concept Shareholder confirms that they are not relying on UpSnap AXIO (or any agent or representative of UpSnapAXIO). The Duratech Shareholders have Eastern Concept Shareholder has carefully considered and have, to the extent such person believes persons believe such discussion necessary, discussed with its their own legal, tax, accounting and financial advisers the suitability of an investment in the New Shares common stock for such particular tax and financial situation. (2) The Duratech Shareholders have Eastern Concept Shareholder acknowledges that AXIO may be considered a “shell company” in the context of the transaction with no operations and no significant assets and that, as a result, the consideration for the Shares far exceeds the value of the Shares under any recognized criteria of value. The Eastern Concept Shareholder further acknowledges that they are aware of the quoted prices for AXIO’s common stock on the OTC Bulletin Board but understand there is no active trading market for such shares, quotations on the OTCBB represent inter-dealer prices without retail mxxx-up, mxxx-down, or commission, and may not represent actual transactions, and there is no liquid trading market for AXIO’s common stock. As a result, there can be no assurance that the Eastern Concept Shareholder will be able to sell the common stock. (3) The Eastern Concept Shareholder has had an opportunity to inspect relevant documents relating to the organization and business of UpSnapAXIO. The Duratech Shareholders Eastern Concept Shareholder acknowledges that all documents, records and books pertaining to this investment which such Duratech Eastern Concept Shareholder has requested have has been made available for inspection to each Duratech by such Eastern Concept Shareholder and its their respective attorney, accountant or other adviser(s). (34) The Duratech Shareholders Eastern Concept Shareholder and/or their respective advisor(s) has/have had a reasonable opportunity to ask questions of, and receive answers and request additional relevant information from, the officers of UpSnap AXIO concerning the transactions contemplated by this Agreement. (45) The Duratech Shareholders confirm Eastern Concept Shareholder confirms that they are not exchanging acquiring the Duratech Shares for the New Shares common stock as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar. (56) The Duratech ShareholdersEastern Concept Shareholder, by reason of such person’s persons’ business or financial experience, has the capacity to protect its their own interests in connection with the transactions contemplated by this Agreement. (67) Except as set forth in this Agreement, the Duratech Shareholders represent Eastern Concept Shareholder represents that no representations or warranties have been made to them by UpSnapAXIO, any officer, officer director, agent, employee, or affiliate of UpSnapAXIO, and such Duratech Shareholders have Eastern Concept Shareholder has not relied on any oral representation by UpSnap AXIO or by any of its officers, directors or agents in connection with their decision to acquire the New Shares hereundercommon stock. (7) 8) The Duratech Shareholders represent Eastern Concept Shareholder represents that neither they nor any of their directors, officers, managers, members, trustees or affiliates is subject to any of the events described in Section 262(b) of Regulation A promulgated under the Securities Act. (8) 9) The Duratech Shareholders have Eastern Concept Shareholder has adequate means of for providing for their current financial needs and contingencies, are able to bear the substantial economic risks of an investment in the New Shares AXIO common stock for an indefinite period of time, have has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. (910) The Duratech Shareholders have Eastern Concept Shareholder has such knowledge and experience in financial, tax and business matters so as to enable them to use the information made available to them in connection with the transaction to evaluate the merits and risks of an investment in the New Shares AXIO common stock and to make an informed investment decision with respect thereto. (1011) The Duratech Shareholders understand Eastern Concept Shareholder understands that the New Shares are AXIO common stock constitutes “restricted securities” that have not been registered under the Securities Act or any applicable state securities law and they are acquiring the New Shares same as principal principals for their own account for investment purposes and not for distribution. The Duratech Shareholders Eastern Concept Shareholder acknowledges that the New Shares have common stock has not been registered under the Securities Act or under any the securities act of any state or country. The Duratech Shareholders understand Eastern Concept Shareholder understands further that in absence of an effective registration statement, the New Shares common stock can only be sold pursuant to some exemption from registration under the Securities Actregistration. (1112) The Duratech Shareholders recognize Eastern Concept Shareholder recognizes that investment in the New Shares AXIO common stock involves substantial risks. The Duratech Shareholders acknowledge Eastern Concept Shareholder acknowledges that they have reviewed the risk factors identified in the periodic reports filed by UpSnap AXIO with the Securities and Exchange Commission. The Duratech Shareholders Eastern Concept Shareholder further confirm that they are aware that no federal or state agencies have passed upon this transaction or made any finding or determination as to the fairness of this investment. (1213) The Duratech Shareholders acknowledge Eastern Concept Shareholder acknowledges that each stock certificate representing the New Shares common stock shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED 1933 (THE “SECURITIES ACT”) PURSUANT TO AN EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S AND HAVE NOT BEEN REGISTERED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE PURCHASER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. THE HOLDER AGREES TO REFRAIN FROM HEDGING TRANSACTIONS PURSUANT TO THE REQUIREMENTS OF REGULATION S.

Other Representations, Warranties and Covenants. (1) The Duratech Shareholders has have been furnished with and has have carefully read the periodic reports on Forms 10-KSBK(SB), 10-QSB Q(SB) and 8-K filed by UpSnap with the Commission during the preceding three years. With respect to individual or partnership tax and other economic considerations involved in this investment, the Duratech Shareholders confirms that they are not relying on UpSnap (or any agent or representative of UpSnap). The Duratech Shareholders have carefully considered and have, to the extent such person believes such discussion necessary, discussed with its own legal, tax, accounting and financial advisers the suitability of an investment in the New Shares for such particular tax and financial situation. (2) The Duratech Shareholders have had an opportunity to inspect relevant documents relating to the organization and business of UpSnap. The Duratech Shareholders acknowledges that all documents, records and books pertaining to this investment which such Duratech Shareholder has requested have been made available for inspection to each Duratech Shareholder and its respective attorney, accountant or other adviser(s). (3) The Duratech Shareholders and/or their respective advisor(s) has/have had a reasonable opportunity to ask questions of, and receive answers and request additional relevant information from, the officers of UpSnap concerning the transactions contemplated by this Agreement. (4) The Duratech Shareholders confirm that they are not exchanging the Duratech Shares for the New Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar. (5) The Duratech Shareholders, by reason of such person’s business or financial experience, has the capacity to protect its own interests in connection with the transactions contemplated by this Agreement. (6) Except as set forth in this Agreement, the Duratech Shareholders represent that no representations or warranties have been made to them by UpSnap, any officer, director, agent, employee, or affiliate of UpSnap, and such Duratech Shareholders have not relied on any oral representation by UpSnap or by any of its officers, directors or agents in connection with their decision to acquire the New Shares hereunder. (7) The Duratech Shareholders represent that neither they nor any of their directors, officers, managers, members, trustees or affiliates is subject to any of the events described in Section 262(b) of Regulation A promulgated under the Securities Act. (8) The Duratech Shareholders have adequate means of providing for their current financial needs and contingencies, are able to bear the substantial economic risks of an investment in the New Shares for an indefinite period of time, have no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment. (9) The Duratech Shareholders have such knowledge and experience in financial, tax and business matters so as to enable them to use the information made available to them in connection with the transaction to evaluate the merits and risks of an investment in the New Shares and to make an informed investment decision with respect thereto. (10) The Duratech Shareholders understand that the New Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law and they are acquiring the New Shares as principal for their own account for investment purposes and not for distribution. The Duratech Shareholders acknowledges that the New Shares have not been registered under the Securities Act or under any the securities act of any state or country. The Duratech Shareholders understand further that in absence of an effective registration statement, the New Shares can only be sold pursuant to some exemption from registration under the Securities Act. (11) The Duratech Shareholders recognize that investment in the New Shares involves substantial risks. The Duratech Shareholders acknowledge that they have reviewed the risk factors identified in the periodic reports filed by UpSnap with the Commission. The Duratech Shareholders further confirm that they are aware that no federal or state agencies have passed upon this transaction or made any finding or determination as to the fairness of this investment. (12) The Duratech Shareholders acknowledge that each stock certificate representing the New Shares shall contain a legend substantially in the following form: THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) PURSUANT TO AN EXEMPTION FROM REGISTRATION AFFORDED BY REGULATION S AND HAVE NOT BEEN REGISTERED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE PURCHASER DELIVERS TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE REASONABLY SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION. THE HOLDER AGREES TO REFRAIN FROM HEDGING TRANSACTIONS PURSUANT TO THE REQUIREMENTS OF REGULATION S.