Common use of Representation and Warranties of the Purchaser Clause in Contracts

Representation and Warranties of the Purchaser. In order to induce the Company to accept this subscription, the Purchaser hereby represents and warrants to, and covenants with, the Company as follows: A. The Purchaser is purchasing the Shares for the Purchaser's own account (not as a nominee or agent) for investment purposes and not with a view towards resale or distribution of any part thereof. The Purchaser has no present arrangement or intention to sell or distribute the Shares, or to grant participation in the Shares. The Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; B. The Purchaser has had the opportunity to ask and receive answers to any and all questions the Purchaser had with respect to the Company, its Business Plan, Management and current financial condition. The Purchaser acknowledges that the Company is newly organized, does not have an operating history, will likely require additional capital to complete its business plan and that there is no assurance that the Company can obtain additional capital or successfully complete its Business Plan; C. The Purchaser is an accredited investor and has such knowledge and expertise in financial and business matters that the Purchaser is capable of evaluating the merits and risks involved in an investment in the Shares and acknowledges that an investment in the Shares entails a number of very significant risks and the Purchaser is able to withstand the total loss of its investment. The Purchaser acknowledges that the Company has recommended that each Purchaser obtain independent legal and financial advice prior to subscribing, including but not limited to advice as to the legality of any resale of the Shares, as well as the suitability of the investment for the Purchaser; D. Except as set forth in this Agreement, no representations or warranties have been made to the Purchaser by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Purchaser is not relying upon any information, other than that contained in this Agreement and the result of independent investigation by the Purchaser; E. The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement is a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms; F. The Purchaser is not purchasing the Shares as a result of any advertisement of the offering of the Shares; G. This subscription for the Shares has not been induced by any representations or warranties by any person whatsoever with regard to the future value of the Company's securities; H. The Subscriber is not a "U.S. Person" as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person. A "U.S. Person" is defined by Regulation S of the Act to be any person who is: (a) any natural person resident in the United States; (b) any partnership or corporation organized or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a U.S. person; (d) any trust of which any trustee is a U.S. person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and (g) any partnership or corporation if: 1. organized or incorporated under the laws of any foreign jurisdiction; -and 2. formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated,and owned, by accredited investors [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts. I. The Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Act; and J. The Purchaser agrees to execute an agreement imposing restrictions on transfer of the Shares in the form the Company requires.

Representation and Warranties of the Purchaser. In order to induce the Company to accept this subscription, the Purchaser hereby represents and warrants to, and covenants with, the Company as follows: A. The Purchaser is purchasing the Shares for the Purchaser's Purchaser s own account (not as a nominee or agent) for investment purposes and not with a view towards resale or distribution of any part thereof. The Purchaser has no present arrangement or intention to sell or distribute the Shares, or to grant participation in the Shares. The Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; B. The Purchaser has had the opportunity to ask review the Company s Prospectus dated ___ day of ____________, 2010 as filed with the U.S. Securities and receive Exchange Commission, and asked and received answers to any and all questions the Purchaser had with respect to the Company, its Business Plan, Management and current financial condition. The Purchaser acknowledges that the Company is newly organized, does not have an limited operating history, will likely require additional capital to complete its business plan and that there is no assurance that the Company can obtain additional capital or successfully complete its Business Plan; C. The Purchaser is an accredited investor and has such knowledge and expertise in financial and business matters that the Purchaser is capable of evaluating the merits and risks involved in an investment in the Shares and acknowledges that an investment in the Shares entails a number of very significant risks and the Purchaser is able to withstand the total loss of its investment. The Purchaser acknowledges that the Company has recommended that each Purchaser obtain independent legal and financial advice prior to subscribing, including but not limited to advice as to the legality of any resale of the Shares, as well as the suitability of the investment for the Purchaser; D. Except as set forth in this Agreement, no representations or warranties have been made to the Purchaser by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Purchaser is not relying upon any information, other than that contained in the Company s Prospectus filed with the Securities and Exchange Commission on _____ day of ____________, 2010 and this Agreement and the result of independent investigation by the Purchaser; E. The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement is a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms; F. The Purchaser is not purchasing the Shares as a result of any advertisement of the offering of the Shares; G. This subscription for the Shares has not been induced by any representations or warranties by any person whatsoever with regard to the future value of the Company's securities; H. The Subscriber is not a "U.S. Person" as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person. A "U.S. Person" is defined by Regulation S of the Act to be any person who is: (a) any natural person resident in the United States; (b) any partnership or corporation organized or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a U.S. person; (d) any trust of which any trustee is a U.S. person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and (g) any partnership or corporation if: 1. organized or incorporated under the laws of any foreign jurisdiction; -and 2. formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated,and owned, by accredited investors [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts. I. G. The Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Act; and J. The Purchaser agrees to execute an agreement imposing restrictions on transfer of the Shares in the form the Company requires.;

Representation and Warranties of the Purchaser. In order to induce the Company to accept this subscription, the Purchaser hereby represents and warrants to, and covenants with, the Company as follows: A. The Purchaser is purchasing the Shares for the Purchaser's ’s own account (not as a nominee or agent) for investment purposes and not with a view towards resale or distribution of any part thereof. The Purchaser has no present arrangement or intention to sell or distribute the Shares, or to grant participation in the Shares. The Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person, or to any third person, with respect to any of the Shares sold hereby; B. The Purchaser has had the opportunity to ask review the Company’s Prospectus dated ___, ____________, 20___ as filed with the U.S. Securities and receive Exchange Commission, and asked and received answers to any and all questions the Purchaser had with respect to the Company, its Business Plan, Management and current financial condition. The Purchaser acknowledges that the Company is newly organized, does not have an limited operating history, will likely require additional capital to complete its business plan and that there is no assurance that the Company can obtain additional capital or successfully complete its Business Plan; C. The Purchaser is an accredited investor and has such knowledge and expertise in financial and business matters that the Purchaser is capable of evaluating the merits and risks involved in an investment in the Shares and acknowledges that an investment in the Shares entails a number of very significant risks and the Purchaser is able to withstand the total loss of its investment. The Purchaser acknowledges that the Company has recommended that each Purchaser obtain independent legal and financial advice prior to subscribing, including but not limited to advice as to the legality of any resale of the Shares, as well as the suitability of the investment for the Purchaser; D. Except as set forth in this Agreement, no representations or warranties have been made to the Purchaser by the Company or any agent, employee or affiliate of the Company and in entering into this transaction the Purchaser is not relying upon any information, other than that contained in the Company’s Prospectus filed with the Securities and Exchange Commission on _____, ____________, 20___ and this Agreement and the result of independent investigation by the Purchaser; E. The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and this Agreement is a legally binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms; F. The Purchaser is not purchasing the Shares as a result of any advertisement of the offering of the Shares; G. This subscription for the Shares has not been induced by any representations or warranties by any person whatsoever with regard to the future value of the Company's securities; H. The Subscriber is not a "U.S. Person" as defined by Regulation S of the Act and is not acquiring the Shares for the account or benefit of a U.S. Person. A "U.S. Person" is defined by Regulation S of the Act to be any person who is: (a) any natural person resident in the United States; (b) any partnership or corporation organized or incorporated under the laws of the United States; (c) any estate of which any executor or administrator is a U.S. person; (d) any trust of which any trustee is a U.S. person; (e) any agency or branch of a foreign entity located in the United States; (f) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporate, or (if an individual) resident in the United States; and (g) any partnership or corporation if: 1. organized or incorporated under the laws of any foreign jurisdiction; -and 2. formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it is organized or incorporated,and owned, by accredited investors [as defined in Section 230.501(a) of the Act] who are not natural persons, estates or trusts. I. G. The Purchaser agrees not to engage in hedging transactions with regard to the Shares unless in compliance with the Act; and J. The Purchaser agrees to execute an agreement imposing restrictions on transfer of the Shares in the form the Company requires.;