Common use of Purchaser Representations Clause in Contracts

Purchaser Representations. 5.1 In connection with this subscription, the Purchaser hereby makes the following acknowledgment and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, has been duly executed and delivered, and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser; (b) The Purchaser is acquiring the Shares for it own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Act"); (c) The Purchaser understands that because the Shares have not been registered under the Act, it cannot dispose of any of the Shares unless such Shares are subsequently registered under the Act or exemptions from such registration are available. The Purchaser acknowledges, and understand that, it has no right to require the Company to register the Shares. The Purchaser further understands that the Company may, as a condition to the transfer of any of the Shares, require that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation that registration is not required under such Act. (d) The Purchaser understands the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (2) of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related offering materials have not been subject to review and comment by the staff of the commission or by any state or foreign securities commission. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part I of a Registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constitute, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks of investing in the shares, and acknowledges that it is able to bear the economic risks of this investment. Further, the Purchaser understands all matters in this Agreements. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.

Purchaser Representations. 5.1 In connection with this subscription, the The Purchaser hereby makes represents and warrants to the following acknowledgment and representationsStockholder that: (a) the Purchaser is acquiring the Shares for its own account (and not for the account of others), for investment and not with a view to the distribution or resale thereof; (b) The Purchaser understands that an investment in the Shares involves substantial risks, including the potential loss of the entire value of such investment; (c) The Purchaser has access to publicly-available information including, without limitation, the Company's filings with the Securities and Exchange Commission, regarding the Company and such other information as may be legally disclosed regarding the Company as the Purchaser may have requested; (d) The Purchaser is a sophisticated investor and has such knowledge and experience in financial, tax and business matters so as to enable the Purchaser to utilize the information made available to the Purchaser in connection with the investment in the Shares to evaluate the merits and risks of an investment in the Shares, and to make an informed investment decision with respect thereto; (e) the Purchaser understands that it may not sell or otherwise dispose of the Shares in the absence of either a registration statement under the Securities Act of 1933 or an exemption form the registration provisions of the Securities Act of 1933; (f) the certificates representing the Shares may contain a legend to the effect of (e) above; (g) The Purchaser has full legal power and authority to execute and deliver this Agreement and if the Purchaser is a corporation, partnership, limited liability company or other entity the person executing and delivering this Agreement on behalf of the Purchaser has the power to legally bind the Purchaser, and such execution of this Share Purchase Agreement and delivery has been duly authorized by all necessary action on behalf of such entity. (h) the part Purchaser acknowledges that the Company, its counsel, Squadron, Ellenoff, Plesent & Xxxxxxxxx, LLP ("SEPS"), and its transfer agent, Olde Monmouth Stock Transfer Co. ("Old Monmouth"), will rely on the completeness and accuracy of the Purchaser, has been duly executed and delivered, and constitutes a valid, legal, binding, and enforceable agreement statements of the Purchaser; (b) Purchaser contained herein. The Purchaser will promptly notify such persons if it finds that any of such information contained in this Agreement is acquiring the Shares for it own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Act"); (c) no longer accurate or complete. The Purchaser understands agrees to indemnify and hold harmless the Company, SEPS and Old Monmouth from and against all losses, costs, liabilities and expenses that because the Shares have not been registered under the Act, it cannot dispose may arise out of any its purchase of the Shares unless such Shares are subsequently registered under in violation of the Act or exemptions from such registration are available. The Purchaser acknowledges, and understand that, it has no right to require the Company to register the Shares. The Purchaser further understands that the Company may, any state securities laws as a condition to the transfer of any of the Shares, require that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation that registration is not required under such Act. (d) The Purchaser understands the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (2) of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related offering materials have not been subject to review and comment by the staff of the commission or by any state or foreign securities commission. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part I of a Registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constitute, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks of investing in the shares, and acknowledges that it is able to bear the economic risks of this investment. Further, the Purchaser understands all matters in this Agreementsinformation. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.

Purchaser Representations. 5.1 In connection with this subscription, the Purchaser hereby makes the following acknowledgment and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, has been duly executed in acquiring the Stock, makes the representations, warranties and delivered, and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser;agreements contained in this Section 5. (b) The Stock is being issued to the Purchaser is acquiring in reliance upon its representation to the Shares Company that the Stock and the Warrants (collectively, the "Securities") are being acquired for it investment for the Purchaser's own account, for investmentnot as a nominee or agent, and not with a view to the resale or distribution of any "distribution" thereof within part thereof, and that the meaning Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Securities, in whole or in part. The Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities. (c) The Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. If other than an individual, the Purchaser also represents it has not been organized for the purpose of acquiring the Securities. (d) The Purchaser understands that any of the Securities that it is purchasing or otherwise taking delivery of are or will be characterized as "restricted securities" under the United States Securities Act of 1933, as amended (the "1933 Act");) inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the 1933 Act and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances. The Purchaser represents that it is familiar with Rule 144 promulgated under the 1933 Act, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. (ce) The Purchaser understands that because the Shares have agrees not been registered under the Act, it cannot dispose to make any disposition of all or any portion of the Shares Securities (each a "Permitted Transfer") unless such Shares are subsequently registered under and until the Act or exemptions from such registration are available. The Purchaser acknowledges, and understand that, it transferee has no right to require agreed in writing for the benefit of the Company to register be bound by this Section 5, to the Shares. The extent this Section is then applicable, and: (i) there is then in effect a registration statement under the 1933 Act covering the proposed disposition and such disposition is made in accordance with such registration statement; or (ii) (A) the Purchaser further understands that shall have notified the Company may, as a condition to the transfer of any of the Sharesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, require that the request for transfer be accompanied by Purchaser shall have furnished the Company with an opinion of counsel, in form and substance reasonably satisfactory to the Company, that such disposition will not require registration of the applicable Securities under the 1933 Act; and (iii) notwithstanding (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Purchaser (A) that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the effect estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, or (B) to any entity that is controlled by, controls or is under common control with the proposed transfer does not result Purchaser, if the transferee agrees in a violation writing to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunder. (f) Certificates evidencing the Securities may bear one or all of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities will bear the following legend or one substantially similar thereto: The legends: (i) These securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. These securities have been acquired for investment and not with a view to distribution or resale, and They may not be sold, mortgagedoffered for sale, pledged, pledged or hypothecated or otherwise transferred without an effective in the absence of a registration statement for in effect with respect to the securities under such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation Company that such registration is not required under or unless sold pursuant to Rule 144 of such Act.;" and (dii) The Purchaser understands Any legend required by the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (2) laws of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving State and any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related offering materials have not been subject to review and comment by the staff other applicable state of the commission or by any state or foreign securities commissionUnited States. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part I of a Registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constitute, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks of investing in the shares, and acknowledges that it is able to bear the economic risks of this investment. Further, the Purchaser understands all matters in this Agreements. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.

Purchaser Representations. 5.1 In connection with this subscriptionsubjection, the Purchaser hereby makes the following acknowledgment and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, Purchaser has been duly executed and delivered, and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser; (b) The Purchaser is acquiring the Shares Note and the Warrants for it its own account, for investment, and not with a view to any "distribution" distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Act"); (c) The Purchaser understands that because the Shares Note and the Warrants have not been registered under the Act, it cannot dispose of any of the Shares Note and Warrants unless such Shares Note and the Warrants are subsequently registered under the Act or exemptions from such registration are available. The Purchaser acknowledges, and understand understands that, it has no right to require the Company to register the SharesNote, the Warrants or any shares obtained through the conversion or exercise of the foregoing. The Purchaser further understands that the Company may, as a condition to the transfer of any of the SharesNote or Warrants, require that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation that registration is not required under such Act. (d) The Purchaser understands the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (24(2) of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related any offering materials have not been subject to review and comment by the staff of the commission or by any state or foreign securities commission. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part I of a Registration registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, : has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constitute, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks of investing in the shares, and acknowledges that it is able to bear the economic risks of this investment. Further, the Purchaser understands all matters in this AgreementsAgreement. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.

Purchaser Representations. 5.1 In connection with this subscriptionsubjection, the Purchaser hereby makes the following acknowledgment and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, has been duly executed and delivered, and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser; (b) The Purchaser is acquiring the Shares Note and the Warrants for it its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Act"); (c) The Purchaser understands that because the Shares Note and the Warrants have not been registered under the Act, it cannot dispose of any of the Shares Note and Warrants unless such Shares Note and the Warrants are subsequently registered under the Act or exemptions from such registration are available. The Purchaser Purchase acknowledges, and understand understands that, it has no right to require the Company to register under the Act or exemptions from such registration are available. The Purchase acknowledges, and understands that, it has no right to require the Company to register the SharesNote, the Warrants or any shares obtained through the conversion or exercise of the foregoing. The Purchaser further understands that the Company may, as a condition to the transfer of any of the SharesNote or Warrants, require that the request for transfer be by accompanied by an opinion of counsel, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933. These securities have been acquired for by investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation that registration is not required under such Act. (d) The Purchaser understands the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (24(2) of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related any offering materials have not been subject to review and comment by the staff of the commission or by any state or foreign securities commission. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and any receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part part I of a Registration registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constituteconstitutes, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. 128 The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks risk of investing in the shares, and acknowledges that it is able to bear hear the economic risks of this investment. Further, the Purchaser understands all matters in this Agreementsthe Agreement. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.

Purchaser Representations. 5.1 In connection with this subscriptionsubjection, the Purchaser hereby makes the following acknowledgment and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, has been duly executed and delivered, and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser; (b) The Purchaser is acquiring the Shares Note and the Warrants for it its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Act"); (c) The Purchaser understands that because the Shares Note and the Warrants have not been registered under the Act, it cannot dispose of any of the Shares Note and Warrants unless such Shares Note and the Warrants are subsequently registered under the Act or exemptions from such registration are available. The Purchaser Purchase acknowledges, and understand understands that, it has no right to require the Company to register under the Act or exemptions from such registration are available. The Purchase acknowledges, and understands that, it has no right to require the Company to register the SharesNote, the Warrants or any shares obtained through the conversion or exercise of the foregoing. The Purchaser further understands that the Company may, as a condition to the transfer of any of the SharesNote or Warrants, require that the request for transfer be by accompanied by an opinion of counsel, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933. These securities have been acquired for by investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation that registration is not required under such Act. (d) The Purchaser understands the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (24(2) of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related any offering materials have not been subject to review and comment by the staff of the commission or by any state or foreign securities commission. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and any receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part part I of a Registration registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constituteconstitutes, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks risk of investing in the shares, and acknowledges that it is able to bear hear the economic risks of this investment. Further, the Purchaser understands all matters in this Agreementsthe Agreement. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.. 113

Purchaser Representations. 5.1 In connection with this subscription, the Purchaser hereby makes the following acknowledgment and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, has been duly executed in acquiring the Stock, makes the representations, warranties and delivered, and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser;agreements contained in this Section 4. (b) The Stock is being issued to the Purchaser is acquiring in reliance upon its representation to the Shares Company that the Stock and the Warrants (collectively, the “Securities”) are being acquired for it investment for the Purchaser’s own account, for investmentnot as a nominee or agent, and not with a view to the resale or distribution of any "distribution" thereof within part thereof, and that the meaning Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Securities, in whole or in part. The Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Securities. (c) The Purchaser is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. If other than an individual, the Purchaser also represents it has not been organized for the purpose of acquiring the Securities. (d) The Purchaser understands that any of the Securities that it is purchasing or otherwise taking delivery of are or will be characterized as “restricted securities” under the United States Securities Act of 1933, as amended (the "“1933 Act");”) inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under the 1933 Act and applicable regulations such securities may be resold without registration under the 1933 Act only in certain limited circumstances. The Purchaser represents that it is familiar with Rule 144 promulgated under the 1933 Act, as presently in effect, and understands the resale limitations imposed thereby and by the 1933 Act. (ce) The Purchaser understands that because the Shares have agrees not been registered under the Act, it cannot dispose to make any disposition of all or any portion of the Shares Securities (each a “Permitted Transfer”) unless such Shares are subsequently registered under and until the Act or exemptions from such registration are available. The Purchaser acknowledges, and understand that, it transferee has no right to require agreed in writing for the benefit of the Company to register be bound by this Section 4, to the Shares. The extent this Section is then applicable, and: (i) there is then in effect a registration statement under the 1933 Act covering the proposed disposition and such disposition is made in accordance with such registration statement; or (A) the Purchaser further understands that shall have notified the Company may, as a condition to the transfer of any of the Sharesproposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition and (B) if reasonably requested by the Company, require that the request for transfer be accompanied by Purchaser shall have furnished the Company with an opinion of counsel, in form and substance reasonably satisfactory to the Company, that such disposition will not require registration of the applicable Securities under the 1933 Act; and (iii) notwithstanding (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Purchaser (A) that is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the effect estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his or her spouse or to the siblings, lineal descendants or ancestors of such partner or his or her spouse, or (B) to any entity that is controlled by, controls or is under common control with the proposed transfer does not result Purchaser, if the transferee agrees in a violation writing to be subject to the terms hereof to the same extent as if it were an original Purchaser hereunder. (f) Certificates evidencing the Securities may bear one or all of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities will bear the following legend or one substantially similar thereto: The legends: (i) “These securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. These securities have been acquired for investment and not with a view to distribution or resale, and They may not be sold, mortgagedoffered for sale, pledged, pledged or hypothecated or otherwise transferred without an effective in the absence of a registration statement for in effect with respect to the securities under such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation Company that such registration is not required under or unless sold pursuant to Rule 144 of such Act.;” and (dii) The Purchaser understands Any legend required by the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (2) laws of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving State and any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related offering materials have not been subject to review and comment by the staff other applicable state of the commission or by any state or foreign securities commissionUnited States. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part I of a Registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constitute, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks of investing in the shares, and acknowledges that it is able to bear the economic risks of this investment. Further, the Purchaser understands all matters in this Agreements. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.

Purchaser Representations. 5.1 In connection with this subscription, the Purchaser hereby makes the following acknowledgment and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, has been duly executed and delivered, and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser; (b) The Purchaser is acquiring the Shares for it own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Act"); (c) The Purchaser understands that because the Shares have not been registered under the Act, it cannot dispose of any of the Shares unless such Shares are subsequently registered under the Act or exemptions from such registration are available. The Purchaser acknowledges, and understand that, it has no right to require the Company to register the Shares. The Purchaser further understands that the Company may, as a condition to the transfer of any of the Shares, require that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation that registration is not required under such Act. (d) The Purchaser understands the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (2) of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related offering materials have not been subject to review and comment by the staff of the commission or by any state or foreign securities commission. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part I of a Registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constitute, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks of investing in the shares, and acknowledges that it is able to bear the economic risks of this investment. Further, the Purchaser understands all matters in this Agreements. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.

Purchaser Representations. 5.1 In connection with this subscriptionsubsection, the Purchaser hereby makes the following acknowledgment acknowledgments and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, has been duly executed and delivered, and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser; (b) The Purchaser is acquiring the Shares Note and the Warrants for it its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Act"); (c) The Purchaser understands that because the Shares Note and the Warrants have not been registered under the Act, it cannot dispose of any of the Shares Note and Warrants unless such Shares Note and the Warrants are subsequently registered under the Act or exemptions from such registration are available. The Purchaser acknowledges, Purchase acknowledges and understand that, understands (i) that it has no right to require the Company to register the SharesNote, the Warrants or any shares obtained through the conversion or exercise of the foregoing or (ii) that exemptions from such registration may not be available. The Purchaser further understands that the Company may, as a condition to the transfer of any part of the SharesNote or Warrants, require that the request for transfer be accompanied by an opinion of counsel, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933. These securities have been acquired for by investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation that registration is not required under such Act. (d) The Purchaser understands the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (24(2) of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related any offering materials have not been subject to review and comment by the staff of the commission or by any state or foreign securities commission. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and any receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part I of a Registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constituteconstitutes, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation evaluating the merits and risks risk of investing in the shares, and acknowledges that it is able to bear the economic risks of this investment. Further, the Purchaser understands all matters in this Agreementsthe Agreement. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.

Purchaser Representations. 5.1 In connection with this subscriptionsubjection, the Purchaser hereby makes the following acknowledgment and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, has been duly executed and delivered, and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser; (b) The Purchaser is acquiring the Shares Note and the Warrants for it its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Act"); (c) The Purchaser understands that because the Shares Note and the Warrants have not been registered under the Act, it cannot dispose of any of the Shares Note and Warrants unless such Shares Note and the Warrants are subsequently registered under the Act or exemptions from such registration are available. The Purchaser Purchase acknowledges, and understand understands that, it has no right to require the Company to register under the Act or exemptions from such registration are available. The Purchase acknowledges, and understands that, it has no right to require the Company to register the SharesNote, the Warrants or any shares obtained through the conversion or exercise of the foregoing. The Purchaser further understands that the Company may, as a condition to the transfer of any of the SharesNote or Warrants, require that the request for transfer be by accompanied by an opinion of counsel, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933. These securities have been acquired for by investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation that registration is not required under such Act. (d) The Purchaser understands the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (24(2) of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related any offering materials have not been subject to review and comment by the staff of the commission or by any state or foreign securities commission. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and any receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part part I of a Registration registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constituteconstitutes, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks risk of investing in the shares, and acknowledges that it is able to bear hear the economic risks of this investment. Further, the Purchaser understands all matters in this Agreementsthe Agreement. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.. 121

Purchaser Representations. 5.1 In connection with this subscription, subjection the Purchaser hereby makes the following acknowledgment and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, has been duly executed and delivered, delivered and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser; (b) The Purchaser is acquiring the Shares Note and the Warrants for it its own account, for investment, and not with a view to any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Act"); (c) The Purchaser understands that because the Shares Note and the Warrants have not been registered under the Act, it cannot dispose of any of the Shares Note and Warrants unless such Shares Note and the Warrants are subsequently registered under the Act or exemptions from such registration are available. The Purchaser Purchase acknowledges, and understand understands that, it has no right to require the Company to register the SharesNote, the Warrants or any shares obtained through the conversion or exercise of the foregoing. The Purchaser further understands that the Company may, as a condition to the transfer of any of the SharesNote or Warrants, require that the request for transfer be by accompanied by an opinion of counsel, in form and substance satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Act, Act unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation that registration is not required under such Act. (d) The Purchaser Purchase understands the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (24(2) of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related any offering materials have not been subject to review and comment by the staff of the commission or by any state or foreign securities commission. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part I of a Registration registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constitute, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks of investing in the shares, shares and acknowledges that it is able to bear the economic risks of this investment. Further, the Purchaser understands all matters in this AgreementsAgreement. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.

Purchaser Representations. 5.1 In connection with this subscription, the Purchaser hereby makes the following acknowledgment and representations: (a) The execution of this Share Purchase Agreement has been duly authorized by all necessary action on the part of the Purchaser, has been duly executed and delivered, and constitutes a valid, legal, binding, and enforceable agreement of the Purchaser; (b) The Purchaser is acquiring the Shares Note and the Warrants for it own account, for investment, and not with a view to any ";'distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Act"); (c) The Purchaser understands that because the Shares Note and the Warrants have not been registered under the Act, it cannot dispose of any of the Shares Note and Warrants unless such Shares Note and the Warrants are subsequently registered under the Act or exemptions from such registration are available. The Purchaser acknowledges, and understand understands that, it has no right to require the Company to register the SharesNote, the Warrants or any shares obtained through the conversion or exercise of the foregoing. The Purchaser further understands that the Company may, as a condition to the transfer of any of the SharesNote or Warrants, require that the request for transfer be accompanied by an opinion of counsel, in form foreign and substance satisfactory to the Company, to the effect that the proposed transfer does not result in a violation of the Act, unless such transfer is covered by an effective registration statement under the Act. The Purchaser understands that each certificate representing the Securities shares will bear the following legend or one substantially similar thereto: The securities represented by this certificate have not been registered under the Securities Act of 1933. These securities have been acquired for investment and not with a view to distribution or resale, and may not be sold, mortgaged, pledged, hypothecated or otherwise transferred without an effective registration statement for such shares under the Securities Act of 1933, or an opinion of counsel satisfactory to the corporation that registration is not required under such Act. (d) The Purchaser understands the offering is being made pursuant to the exemption from registration with the Securities and Exchange Commission (the "Commission") afforded by Section 4 (2) of the Act and/or Regulation D adopted by the Commission relating to transactions by an issuer not involving any public offering, and similar federal, state, and foreign laws or policies. Consequently, the memorandum and related any offering materials have not been subject to review and comment by the staff of the commission or by any state or foreign securities commission. (e) The Purchaser acknowledges that during the course of this transaction and prior to sale, it has had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of its investment, and to obtain any additional information of the same kind that is specified in Part I of a Registration Statement on Form SB-2 under the Act, or that is necessary to verify the accuracy of the other information obtained. The Purchaser or its purchaser representative has examined the Memorandum and other information furnished by the Company and, through discussions and examination of such materials as the Purchaser has requested, has obtained sufficient information upon which to make an investment decision. The Purchaser is familiar with the type of investment which the shares constitute, and has reviewed the merit and risks of this investment to the extent deemed advisable by the Purchaser. The Purchaser has such knowledge and experience in financial and business affairs that it is capable of evaluation the merits and risks of investing in the shares, and acknowledges that it is able to bear the economic risks of this investment. Further, the Purchaser understands all matters in this AgreementsAgreement. (f) The investment in the Company by the Purchaser does not constitute a principal portion of the Purchaser's total assets and the Purchaser is able to afford a complete loss of the investment contemplated herein.