Common use of Representations by the Purchaser Clause in Contracts

Representations by the Purchaser. Purchaser makes the following representations and warranties to the Company: (i) Purchaser is a company duly incorporated and validly existing under the laws of St. Lucia and has all requisite corporate power and authority to conduct its business in the manner in which it is presently being conducted. The Purchaser has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transaction contemplated hereby. The execution delivery and performance of this Agreement and the consummation of the transaction contemplated hereby have been duly authorized by the Boards of Directors of Purchaser and no other corporate proceedings are necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the transaction contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes, the valid and legally binding obligations of the Purchaser, enforceable against Purchaser in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies, whether in a proceeding at law or in equity (the "Bankruptcy Exception"). (ii) The Purchaser, in making the decision to purchase the Shares, has relied upon independent investigations made by it. The Purchaser has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Shares. (iii) The Purchaser has been supplied with or has sufficient access to all information, including financial statements and other financial information of the Company, and has been afforded with an opportunity to ask questions of and receive answers concerning information to which a reasonable investor would attach significance in making investment decisions, so that as a reasonable investor the Purchaser has been able to make the Purchaser's decision to purchase the Shares. (iv) The Purchaser 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 offering of the Shares to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect thereto. (v) The Purchaser understands that the Shares are being and will be sold in reliance on an exemption from the registration requirements of federal and state securities laws under Regulation S and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to purchase the Shares. The representations, warranties and agreements contained herein are true and correct as of the date hereof and may be relied upon by the Company, and the Purchaser will notify the Company immediately of any adverse change in any such representations and warranties which may occur prior to the Closing. (vi) The Purchaser is not a U.S. person. (vii) All offers and sales of the Shares prior to the expiration of the Distribution Compliance Period, as defined in Rule 902 promulgated under the Securities Act shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration the Shares under the Securities Act or pursuant to an exemption from registration under the Securities Act, and all offers and sales made after the Distribution Compliance Period shall be made only pursuant to such a registration or such exemption from registration. (viii) In the view of the Commission, the statutory basis for the exemption claimed for this transaction would not be present if the offering of the Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. The Purchaser is acquiring the Shares for investment purposes and has no present intention to sell the Shares in the United States to a U.S. Person or for the account or benefit of a U.S. Person. (ix) The purchaser agrees that the certificates representing the Shares shall contain a legend to the following effect. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Representations by the Purchaser. The Purchaser makes the following representations and warranties to the Companyhereby represents as follows: (ia) Purchaser It is a company duly incorporated and validly existing under the laws of St. Lucia and has all requisite corporate power and authority Purchaser's present intention to conduct its business in acquire the manner in which it is presently being conducted. The Purchaser has all requisite power and authority to execute, deliver and perform this Agreement and to consummate the transaction contemplated hereby. The execution delivery and performance of this Agreement Note and the consummation Warrant for its own account and the Note and the Warrant are being and will be acquired for the purpose of the transaction contemplated hereby have been duly authorized by the Boards of Directors of Purchaser investment and no other corporate proceedings are necessary not with a view to authorize the execution, delivery and performance of this Agreement distribution or the consummation of the transaction contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes, the valid and legally binding obligations of the Purchaser, enforceable against Purchaser in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of remedies, whether in a proceeding at law or in equity (the "Bankruptcy Exception")resale thereof. (iib) The Purchaser, Purchaser is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act (as hereinafter defined) and was not organized for the specific purpose of acquiring the Note and the Warrant. (c) The Purchaser represents that it has sufficient knowledge and experience in making investing in companies similar to the decision Company in terms of the Company's stage of development so as to purchase be able to evaluate the Shares, has relied upon independent investigations made by itrisks and merits of its investment in the Company and it is able financially to bear the risks thereof. The Purchaser acknowledges that Purchaser has had a reasonable an opportunity to ask questions make an independent examination of the investment, accounting and receive answers from tax aspects of the Company concerning proposed purchase transaction having relied solely upon the Shares. (iii) The Purchaser has been supplied advice, if any, of Purchaser's counsel, accountants, or business advisors with or has sufficient access regard to all information, including financial statements and other financial information of the various considerations involved in making an investment in the Company, and agrees that the Company has no responsibility with respect to such matters and any such advice. Purchaser further acknowledges that counsel to the Company does not represent the Purchaser. Purchaser hereby confirms to the Company that Purchaser has been afforded with granted an opportunity to ask questions of and receive answers from, management of the Company concerning information to which a reasonable investor would attach significance in making the terms and conditions of this investment decisions, so that as a reasonable investor the Purchaser has been able to make the Purchaser's decision to purchase the Sharesand other matters. (ivd) The Purchaser has such knowledge all necessary power and experience in financialhas taken all action required to make all the provisions of this Agreement, tax the Note, the Warrant and business matters so as to enable the Purchaser to utilize the information made available to the Purchaser any other agreements and instruments executed by it in connection with herewith and therewith the offering of the Shares valid and enforceable obligations they purport to evaluate the merits and risks of an investment in the Shares and to make an informed investment decision with respect theretobe. (ve) The Purchaser understands that No Person has or will have, as a result of the Shares are being and will be sold in reliance on an exemption from the registration requirements of federal and state securities laws under Regulation S and that the Company is relying transactions contemplated by this Agreement, any right, interest or valid claim against or upon the truth and accuracy Purchaser for any commission, fee or other compensation as a finder or broker because of any act or omission by the Purchaser or any agent of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to purchase the Shares. The representations, warranties and agreements contained herein are true and correct as of the date hereof and may be relied upon by the Company, and the Purchaser will notify the Company immediately of any adverse change in any such representations and warranties which may occur prior to the ClosingPurchaser. (vi) The Purchaser is not a U.S. person. (vii) All offers and sales of the Shares prior to the expiration of the Distribution Compliance Period, as defined in Rule 902 promulgated under the Securities Act shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration the Shares under the Securities Act or pursuant to an exemption from registration under the Securities Act, and all offers and sales made after the Distribution Compliance Period shall be made only pursuant to such a registration or such exemption from registration. (viii) In the view of the Commission, the statutory basis for the exemption claimed for this transaction would not be present if the offering of the Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. The Purchaser is acquiring the Shares for investment purposes and has no present intention to sell the Shares in the United States to a U.S. Person or for the account or benefit of a U.S. Person. (ix) The purchaser agrees that the certificates representing the Shares shall contain a legend to the following effect. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.

Representations by the Purchaser. The Purchaser makes the following representations represents and warranties warrants to the CompanyCompany that: (ia) The Purchaser (or its principals or advisors) has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Purchaser acknowledges that its investment in the Company is highly speculative and entails a substantial degree of risk and the Purchaser, is in a position to lose the entire amount of such investment. (b) The Purchaser represents and warrants to the Company that it is an "accredited investor" within the meaning of Regulation D under the Securities Act. (c) The Purchaser acknowledges that the Securities have not been registered under the Securities Act by reason of a specific exemption from the registration provision of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser's representations as expressed herein, and such Securities must be held indefinitely and may not be offered or sold unless subsequently registered under the Securities Act or unless, except pursuant to an exemption from the registration requirements of the Securities Act is available. (d) The Purchaser understands that the certificates evidencing the Securities will be imprinted with a legend that prohibits the transfer of such securities unless they are registered or such registration is not required. (e) The Purchaser is acquiring the Securities and the Underlying Shares for investment for its own or an affiliate account, not as a company duly incorporated nominee or agent, and validly existing under not with the laws of St. Lucia view to, or for resale in connection with, any distribution thereof other than in compliance with the Securities Act. (f) The Purchaser has had an opportunity to discuss the Company's business, management and has all requisite corporate power and authority to conduct financial affairs with its business in the manner in which it is presently being conductedmanagement. The Purchaser has all requisite power and authority also had an opportunity to execute, deliver and perform this Agreement and to consummate ask questions of officers of the transaction contemplated hereby. The execution delivery and performance of this Company. (g) This Agreement and the consummation of the transaction contemplated hereby have been duly authorized Registration Rights Agreement, when executed and delivered by the Boards of Directors of Purchaser and no other corporate proceedings are necessary to authorize the executionPurchaser, delivery and performance of this Agreement or the consummation of the transaction contemplated hereby. Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes, the will constitute valid and legally binding obligations of the Purchaser, enforceable against Purchaser in accordance with their terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or other similar law affecting the enforceability of creditors' rights generally and to the effect general equity principles (regardless of general principles of equity which may limit the availability of remedies, whether enforceability is considered in a proceeding at law or in equity (the "Bankruptcy Exception"equity). (ii) The Purchaser, in making the decision to purchase the Shares, has relied upon independent investigations made by it. The Purchaser has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Shares. (iiih) The Purchaser has been supplied with not engaged any brokers, finders or has sufficient access to all information, including financial statements and other financial information of the Companyagents, and the Company has been afforded with an opportunity to ask questions of not incurred and receive answers concerning information to which a reasonable investor would attach significance in making investment decisionswill not incur, so that directly or indirectly, as a reasonable investor the Purchaser has been able to make result of any action taken by the Purchaser, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the transactions contemplated hereby. In the event that the preceding sentence is in any way inaccurate, such Purchaser agrees to indemnify and hold harmless the Company from any liability for any commission or compensation in the nature of a finder's decision to purchase fee (and the Sharescosts and expense of defending against such liability) for which the Company or any of its officers, directors, employees or representatives, is responsible. (ivi) The Purchaser has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated hereby. With respect to such knowledge and experience in financialmatters, tax and business matters so as to enable the Purchaser to utilize the information made available to the Purchaser in connection with the offering relies solely on such advisors and not on any statements or representations of the Shares to evaluate the merits and risks Company or any of an investment in the Shares and to make an informed investment decision with respect thereto. (v) its agents. The Purchaser understands that the Shares are being it (and will be sold in reliance on an exemption from the registration requirements of federal and state securities laws under Regulation S and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to purchase the Shares. The representations, warranties and agreements contained herein are true and correct as of the date hereof and may be relied upon by not the Company, and the Purchaser will notify the Company immediately of any adverse change in any such representations and warranties which may occur prior to the Closing. (vi) The Purchaser is not a U.S. person. (vii) All offers and sales of the Shares prior to the expiration of the Distribution Compliance Period, as defined in Rule 902 promulgated under the Securities Act shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration the Shares under the Securities Act or pursuant to an exemption from registration under the Securities Act, and all offers and sales made after the Distribution Compliance Period shall be made only pursuant to such responsible for its own tax liability that may arise as a registration result of this investment or such exemption from registrationthe transactions contemplated hereby. (viii) In the view of the Commission, the statutory basis for the exemption claimed for this transaction would not be present if the offering of the Shares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the Securities Act. The Purchaser is acquiring the Shares for investment purposes and has no present intention to sell the Shares in the United States to a U.S. Person or for the account or benefit of a U.S. Person. (ix) The purchaser agrees that the certificates representing the Shares shall contain a legend to the following effect. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (3) PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.