Common use of Representations, Warranties and Covenants of the Investors Clause in Contracts

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor individually represents and warrants to, and covenants with, the Company that: (i) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in Shares issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) the Investor is acquiring the number of Shares set forth on Exhibit A hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares in violation of the securities laws (this representation and warranty not limiting such Investor's right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereuder; and (iv) the Investor, after giving effect to the transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act), be the beneficial owner of 20% or more of the Company's outstanding Ordinary Shares. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act. 5.2 Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. Each Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission or until the Company has amended or supplemented such Prospectus, provided that the Company shall not be entitled to suspend the use of such Registration Statement for longer than sixty (60) days in any 12-month period. 5.4 Each Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Each Investor has received and carefully reviewed the Prospectus and the Commission Documents and, to the extent the Investor deems appropriate, has discussed the Commission Documents with representatives of the Company. Each Investor is also aware of and acknowledges the following: (a) that no Federal or state agency has made any finding or determination regarding the fairness of this Offering for investment, or any recommendation or endorsement of the Shares; (b) that neither the officers, directors, agents, affiliates or employees of the Company, nor any other person, has expressly or by implication, made any representation or warranty concerning the Company other than as set forth in the Prospectus; and (c) that the past performance or experience of the Company, the Company's officers, directors, agents, or employees, will not in any way indicate or predict the results of the ownership of Shares or of the Company's activities. 5.6 Each Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Each Investor acknowledges that no assurances have been made regarding any tax advantages which may accrue to him or it as a result of an investment in the Company, nor has any assurance been made that existing tax laws, regulations and administrative rulings will not be modified in the future, thus denying the Investor all or a portion of the tax benefits which may currently be, or which may become, available under existing tax laws, regulations or rulings. Each Investor represents that he or it has made such independent inquiries as he or it deems necessary to evaluate properly his or its investment in the Company, including consultation with such legal, tax and investment advisors as Investor, in its sole discretion, has deemed necessary or appropriate. 5.7 Except as has been specifically disclosed by the Investor to the Company in writing, no sales commissions or similar payments have been paid or are or will be owed by the Investor to any third party in connection with the Investor's purchase of the Shares subscribed for hereby.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor individually (and, where specified below, the Undersigned) hereby represents and warrants toto and covenants with the Seller that: (a) The Investor is a corporation, limited partnership, limited liability company or other entity, as the case may be, duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. (b) The Investor has full power and authority to (i) subscribe for and purchase from the Seller the Purchased Notes and (ii) enter into this Agreement and perform all obligations required to be performed by the Investor hereunder. If the Undersigned is executing this Agreement on behalf of Accounts, (x) the Undersigned has all requisite discretionary and contractual authority to enter into this Agreement on behalf of, and covenants withbind, each Account, and (y) Annex A.1 hereto is a true, correct and complete list of (I) the Company that: name of each Account, and (II) the Purchased Notes to be delivered to such Account. (c) This Agreement and the consummation of the transactions contemplated in this Agreement will not violate, conflict with or result in a breach of or default under (i) the Undersigned or the Investor’s organizational documents (if the Undersigned or the Investor is knowledgeablea corporation or other business entity), sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in Shares issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) any agreement or instrument to which the Undersigned or Investor is acquiring a party or by which the number of Shares set forth on Exhibit A hereto in the ordinary course Undersigned or Investor or any of its business and for its own account for investment only and with no present intention of distributing any of such Shares assets are bound or any arrangement or understanding with any other persons regarding the distribution of such Shares in violation of the securities laws (this representation and warranty not limiting such Investor's right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws); (iii) any laws, regulations or governmental or judicial decrees, injunctions or orders, or any investment guideline or restriction, applicable to the Investor will not, directly Undersigned or indirectly, offer, sell, pledge, transfer the Investor. (d) The Undersigned is not acquiring the Purchased Notes as a nominee or agent or otherwise dispose of for any other person (or solicit any offers to buyother than the Investors, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereuder; and (iv) the Investor, after giving effect to the transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Actapplicable), be the beneficial owner of 20% or more of the Company's outstanding Ordinary Shares. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act. 5.2 Each (e) The Investor outside the United States will comply with all applicable laws and regulations in each foreign effect in any jurisdiction in which it the Investor purchases, offersotherwise acquires or sells the Purchased Notes and will obtain any consent, sells approval or delivers Shares permission required for such purchases, acquisitions or has sales under the laws and regulations of any jurisdiction to which the Investor is subject or in its possession which the Investor makes such purchases, acquisitions or distributes any offering materialsales, in all cases at its own expenseand the Seller shall have no responsibility therefor. 5.3 Each (f) The Investor hereby covenants with has received a copy of the Company not Indenture. The Investor acknowledges that no person has been authorized to give any information or to make any sale representation concerning the Note Purchase or the Company and its subsidiaries and the Seller does not take any responsibility for, and can provide no assurance as to the reliability of, any other information that may have been provided to the Investor. (g) The Investor understands and accepts that acquiring the Purchased Notes in the Note Purchase involves risks including, but not limited to, those that are customary in convertible notes and equity investments, and risks described in the Company’s reports filed with the Securities and Exchange Commission (the “SEC”), among others. The Investor has such knowledge, skill and experience in business, financial and investment matters that the Investor is capable of evaluating the merits and risks of the Shares without effectively causing Note Purchase and an investment in the prospectus delivery requirement Purchased Notes. With the assistance of the Investor’s own professional advisors, to the extent that the Investor has deemed appropriate, the Investor has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Purchased Notes and the consequences of the Note Purchase. The Investor has considered the suitability of the Purchased Notes as an investment in light of its own circumstances and financial condition, and the Investor is able to bear the risks associated with an investment in the Purchased Notes. (h) The Investor confirms that the Seller has not (1) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Purchased Notes; or (2) made any representation to the Investor regarding the legality of an investment in the Purchased Notes under applicable investment guidelines, laws or regulations. In deciding to participate in the Securities Act Note Purchase, the Investor is not relying on the advice or recommendations of the Seller, and the Investor has made its own independent decision that the investment in the Purchased Notes is suitable and appropriate for the Investor. (i) The Investor is a sophisticated participant in the transactions contemplated in this Agreement and has such knowledge, skill and experience in financial, business and investment matters as to be satisfiedcapable of evaluating the merits and risks of an investment in the Purchased Notes, is experienced in investing in capital markets and is able to bear the economic risk of an investment in the Purchased Notes, including sustaining any loss resulting therefrom without material injury. Each The Investor acknowledges that there may occasionally be times when is familiar with the business and financial condition and operations of the Company, based on the advice of has conducted its counsel, determines that it must suspend the use own investigation of the Prospectus forming a part Company, the Purchased Notes and has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Registration Statement until such time as transactions contemplated hereby. The Investor has had access to (and has carefully reviewed) all materials it deems necessary to enable it to make an amendment to informed investment decision concerning the Registration Statement has been filed by the Company and declared effective by the Commission or until the Company has amended or supplemented such Prospectus, provided that the Company shall not be entitled to suspend the use of such Registration Statement for longer than sixty (60) days in any 12-month period. 5.4 Each Investor further represents and warrants toNote Purchase, and covenants with, has had the Company that opportunity to review (i) the Investor has full rightCompany’s filings and submissions with the SEC, powerincluding, authority and capacity without limitation, all information filed or furnished pursuant to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize Exchange Act (the execution, delivery and performance of this Agreement, “Public Filings”) and (ii) this Agreement constitutes a valid (including any exhibits or annexes thereto) (the “Materials”). The Investor acknowledges and binding obligation agrees that no statement or written material contrary to this Agreement has been made or given to the Investor by or on behalf of the Seller. The Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject has had an opportunity to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements ask questions of the Investors herein may be legally unenforceable. 5.5 Each Investor Company concerning the Company, its business, operations, financial performance, financial condition and prospects, and the terms and conditions of the Note Purchase, and to obtain from the Company any information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the Public Filings and the Materials, and has received and carefully reviewed the Prospectus and the Commission Documents and, to the extent answers thereto as the Investor deems appropriatenecessary to enable it to make an informed investment decision concerning the Note Purchase and the Purchased Notes. (j) The Investor understands that no federal, state, local or foreign agency has discussed passed upon the Commission Documents with representatives merits or risks of an investment in the Purchased Notes or the common stock of the Company. Each Investor is also aware Company (the “Common Stock”), including the Common Stock issuable upon conversion of and acknowledges the following: (a) that no Federal Purchased Notes, if any, or state agency has made any finding or determination regarding concerning the fairness or advisability of this Offering for such investment. (k) The Investor is an IAI and a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. The Investor agrees to furnish any additional information reasonably requested by the Seller or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the Note Purchase. The Investor acknowledges that the Seller may rely on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A thereunder. (l) The Investor is not directly, or any recommendation indirectly through one or endorsement more intermediaries, controlling or controlled by, or under direct or indirect common control with, the Company and is not, and has not been for the immediately preceding three months, an “affiliate” (within the meaning of Rule 144 under the Shares; (bSecurities Act) that neither the officers, directors, agents, affiliates or employees of the Company. (m) The Investor is acquiring the Purchased Notes solely for the Investor’s own beneficial account, nor or for an account with respect to which the Investor exercises investment discretion, for investment purposes, and not with a view to, or for resale in connection with, any distribution of the Purchased Notes. (n) The Investor understands that the Seller is relying upon the representations and agreements contained in this Agreement (and any supplemental information) for the purpose of determining whether the Investor’s participation in the Note Purchase meets the requirements for the exemptions referenced in clause (p) below. (o) The Investor understands that the offer of the Purchased Notes has not been registered under the Securities Act or any state securities laws by reason of specific exemptions under the provisions thereof that may depend in part upon the investment intent of the Investor and the accuracy of the other personrepresentations made by the Investor in this Agreement. As a result, has expressly the Purchased Notes and the shares of Common Stock, if any, issuable upon conversion thereof may not be offered or by implicationsold within the United States or to, made any representation or warranty concerning for the Company account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the Investor hereby agrees that it will not sell the Purchased Notes other than in compliance with such transfer restrictions as applicable. (p) The Investor acknowledges and agrees that no public market exists for the Purchased Notes and that there is no assurance that a public market will ever develop for the Purchased Notes. In addition, the Investor acknowledges that it will receive a beneficial interest in a global note with restricted legends and a restricted CUSIP number issued under the Indenture, and agrees that the Purchased Notes and any shares of Common Stock issuable upon conversion thereof will be subject to a restricted CUSIP number and the respective restrictive legends set forth in the Prospectus; andIndenture until such time as such restrictions cease to apply in accordance with the requirements set forth in the Indenture. (cq) Each of the Undersigned and the Investor specifically acknowledges that the past performance or experience of the Company, the Company's officers, directors, agents, or employees, will Seller would not in any way indicate or predict the results of the ownership of Shares or of the Company's activities. 5.6 Each Investor understands that nothing in enter into this Agreement or any other materials presented related documents in the absence of the Undersigned’s and such Investor’s representations and acknowledgments set out in this Agreement, and that this Agreement, including such representations and acknowledgments, are a fundamental inducement to the Investor in connection with the purchase Seller, and sale a substantial portion of the Shares constitutes legalconsideration provided by the Undersigned and such Investor, tax in this transaction, and that the Seller would not enter into this transaction but for this inducement. (r) The Undersigned will (and will cause each Investor to, as applicable), upon request, execute and deliver any additional documents, information or investment advice. Each certifications reasonably requested by the Seller, the Trustee and/or the Transfer Agent to complete the Note Purchase. (s) The Undersigned understands that, unless the Undersigned notifies the Seller in writing to the contrary before the Closing, each of the Undersigned and each Investor’s representations and warranties contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing Date, taking into account all information received by the Undersigned. (t) The Investor acknowledges that no assurances the terms of the Note Purchase have been made regarding any tax advantages which may accrue mutually negotiated between the Investor and the Seller. The Investor was given a meaningful opportunity to him or it as negotiate the terms of the Note Purchase. The Investor had a result sufficient amount of an investment time to consider whether to participate in the Company, nor Note Purchase and the Seller has not put any assurance been made that existing tax laws, regulations and administrative rulings will not be modified in the future, thus denying the Investor all or a portion of the tax benefits which may currently be, or which may become, available under existing tax laws, regulations or rulings. Each Investor represents that he or it has made such independent inquiries as he or it deems necessary to evaluate properly his or its investment in the Company, including consultation with such legal, tax and investment advisors as Investor, in its sole discretion, has deemed necessary or appropriate. 5.7 Except as has been specifically disclosed by pressure on the Investor to respond to the Company opportunity to participate in writingthe Note Purchase. The Investor did not become aware of the Note Purchase through any form of general advertising or, to its knowledge, general solicitation within the meaning of Rule 502 under the Securities Act. (u) The operations of the Investor have been conducted in material compliance with the rules and regulations administered or conducted by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) applicable to the Investor. The Investor has performed due diligence necessary to reasonably determine that its beneficial owners are not named on the lists of denied parties or blocked persons administered by OFAC, resident in or organized under the laws of a country that is the subject of comprehensive economic sanctions and embargoes administered or conducted by OFAC (“Sanctions”), or otherwise the subject of Sanctions. (v) The Undersigned shall, no sales commissions or similar payments have been paid or are or will be owed by later than one business day after the date hereof, deliver to the Seller settlement instructions for each Investor to any third party substantially in connection with the Investor's purchase form of the Shares subscribed for herebyAnnex A.2 hereto.

Representations, Warranties and Covenants of the Investors. 5.1 4.1 Each Investor individually represents and warrants to, and covenants with, the Company that: (i) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in Shares issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) the such Investor is acquiring the number of Shares set forth on Exhibit A the signature page hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares in violation of the securities laws (this representation and warranty not limiting such Investor's right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereuder; and (iv) the Investor, after giving effect to the transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act), be the beneficial owner of 20% or more of the Company's outstanding Ordinary Shares. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act. 5.2 Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. Each Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission or until the Company has amended or supplemented such Prospectus, provided that the Company shall not be entitled to suspend the use of such Registration Statement for longer than sixty (60) days in any 12-month period. 5.4 4.2 Each Investor further represents and warrants to, and covenants with, the Company that (i) the such Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, Agreement and (ii) this Agreement constitutes a valid and binding obligation of the such Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) ). 4.3 The execution and except as delivery of this Agreement, the indemnification agreements purchase of the Investors herein may Shares to be legally unenforceablepurchased by each Investor under this Agreement, the fulfillment of the terms of this Agreement and the consummation of the transactions contemplated hereby will not conflict with or constitute a violation of, or default (with or without the giving of notice or the passage of time or both) under, (i) any material bond, debenture, note or other evidence of indebtedness, or under any material lease, indenture, mortgage, deed of trust, loan agreement, joint venture or other agreement or instrument to which such Investor is a party, (ii) the charter, by-laws or other organizational documents of such Investor, or (iii) any law, administrative regulation, ordinance or order of any court or governmental agency, arbitration panel or authority applicable to such Investor. No consent, approval, authorization or other order of, or registration, qualification or filing with, any regulatory body, administrative agency, self-regulatory organization, stock exchange or market, or other governmental body in the United States is required for the execution and delivery of the Agreements and the purchase of the Shares by such Investor, other than such as have been made or obtained. 5.5 4.4 Each Investor represents, warrants and covenants that neither such Investor or any of its affiliates has received and carefully reviewed the Prospectus and the Commission Documents andsold or, at any time prior to the extent the Investor deems appropriateClosing, has discussed the Commission Documents with representatives will sell any shares of the Company. Each Common Stock unless (i) such Investor is also aware of and acknowledges the following: (a) that no Federal or state agency has made any finding or determination regarding the fairness of this Offering for investment, or any recommendation or endorsement owned such shares of the Shares; Common Stock at the time of such sale and promptly delivered such shares of Common Stock against such sale or (bii) that neither the officers, directors, agents, affiliates or employees such Investor delivered such shares of the CompanyCommon Stock against such sale prior to September 20, nor any other person, has expressly or by implication, made any representation or warranty concerning the Company other than as set forth in the Prospectus; and (c) that the past performance or experience of the Company, the Company's officers, directors, agents, or employees, will not in any way indicate or predict the results of the ownership of Shares or of the Company's activities2004. 5.6 4.5 Each Investor understands that nothing in this Agreement or any other materials presented to the such Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Each The Investor acknowledges that no assurances have been made regarding any tax advantages which may accrue to him or it as a result of an investment in the Company, nor has any assurance been made that existing tax laws, regulations and administrative rulings will not be modified in the future, thus denying the Investor all or a portion of the tax benefits which may currently be, or which may become, available under existing tax laws, regulations or rulings. Each Investor represents that he or it has made such independent inquiries as he or it deems necessary to evaluate properly his or its investment in the Company, including consultation with consulted such legal, tax and investment advisors as Investorit, in its sole discretion, has deemed necessary or appropriate. 5.7 Except as has been specifically disclosed by the Investor to the Company in writing, no sales commissions or similar payments have been paid or are or will be owed by the Investor to any third party appropriate in connection with the Investor's its purchase of Shares. 4.6 Each Investor acknowledges and confirms that it has received a copy of the Shares subscribed for herebyCompany’s prospectus supplement, dated as of September 25, 2004, and accompanying prospectus, dated as of August 20, 2004 (collectively, the “Prospectus”).

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor individually represents and warrants to, and covenants with, the Company that: (i) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in Shares issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) the Investor is acquiring the number of Shares set forth on Exhibit A hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares in violation of the securities laws (this representation and warranty not limiting such Investor's ’s right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereuderthereunder; and (iv) the Investor, after giving effect to the transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act), be the beneficial owner of 2015% or more of the Company's ’s outstanding Ordinary SharesCommon Stock. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act. 5.2 Each Investor individually acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Shares. 5.3 Each Investor hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. Each Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission or until the Company has amended or supplemented such Prospectus, provided that the Company shall not be entitled to suspend the use of such Registration Statement for longer than sixty (60) days in any 12-month period. 5.4 Each Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Each Investor has received and carefully reviewed the Prospectus and the Commission Documents and, to the extent the Investor deems appropriate, has discussed the Commission Documents with representatives of the Company. Each Investor is also aware of and acknowledges the following: (a) that no Federal or state agency has made any finding or determination regarding the fairness of this Offering for investment, or any recommendation or endorsement of the Shares; (b) that neither the officers, directors, agents, affiliates or employees of the Company, nor any other person, has expressly or by implication, made any representation or warranty concerning the Company other than as set forth in the Prospectus; and (c) that the past performance or experience of the Company, the Company's officers, directors, agents, or employees, will not in any way indicate or predict the results of the ownership of Shares or of the Company's activities. 5.6 Each Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Each Investor acknowledges that no assurances have been made regarding any tax advantages which may accrue to him or it as a result of an investment in the Company, nor has any assurance been made that existing tax laws, regulations and administrative rulings will not be modified in the future, thus denying the Investor all or a portion of the tax benefits which may currently be, or which may become, available under existing tax laws, regulations or rulings. Each Investor represents that he or it has made such independent inquiries as he or it deems necessary to evaluate properly his or its investment in the Company, including consultation with consulted such legal, tax and investment advisors as Investorit, in its sole discretion, has deemed necessary or appropriate. 5.7 Except as has been specifically disclosed by the Investor to the Company in writing, no sales commissions or similar payments have been paid or are or will be owed by the Investor to any third party appropriate in connection with the Investor's its purchase of the Shares subscribed for herebyShares.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor individually represents and warrants to, and covenants with, the Company that: (i) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in Shares issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) the Investor is acquiring the number of Shares set forth on Exhibit A hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares in violation of the securities laws (this representation and warranty not limiting such Investor's ’s right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereuderthereunder; and (iv) the Investor, after giving effect to the transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act), be the beneficial owner of 20% or more of the Company's ’s outstanding Ordinary Shares. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act. 5.2 Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. Each Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission or until the Company has amended or supplemented such Prospectus, provided that the Company shall not be entitled to suspend the use of such Registration Statement for longer than sixty (60) days in any 12-month period. 5.4 Each Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Each Investor has received and carefully reviewed the Prospectus and the Commission Documents and, to the extent the Investor deems appropriate, has discussed the Commission Documents with representatives of the Company. Each Investor is also aware of and acknowledges the following: (a) that no Federal or state agency has made any finding or determination regarding the fairness of this Offering for investment, or any recommendation or endorsement of the Shares; (b) that neither the officers, directors, agents, affiliates or employees of the Company, nor any other person, has expressly or by implication, made any representation or warranty concerning the Company other than as set forth in the Prospectus; and (c) that the past performance or experience of the Company, the Company's ’s officers, directors, agents, or employees, will not in any way indicate or predict the results of the ownership of Shares or of the Company's ’s activities. 5.6 Each Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Each Investor acknowledges that no assurances have been made regarding any tax advantages which may accrue to him or it as a result of an investment in the Company, nor has any assurance been made that existing tax laws, regulations and administrative rulings will not be modified in the future, thus denying the Investor all or a portion of the tax benefits which may currently be, or which may become, available under existing tax laws, regulations or rulings. Each Investor represents that he or it has made such independent inquiries as he or it deems necessary to evaluate properly his or its investment in the Company, including consultation with such legal, tax and investment advisors as Investor, in its sole discretion, has deemed necessary or appropriate. 5.7 Except as has been specifically disclosed by the Investor to the Company in writing, no sales commissions or similar payments have been paid or are or will be owed by the Investor to any third party in connection with the Investor's ’s purchase of the Shares subscribed for hereby.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor individually represents and warrants to, and covenants with, the Company that: (i) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in Shares issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) the Investor is acquiring the number of Shares set forth on Exhibit A hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares in violation of the securities laws (this representation and warranty not limiting such Investor's right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereuderthereunder; and (iv) the Investor, after giving effect to the transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act), be the beneficial owner of 2015% or more of the Company's outstanding Ordinary SharesCommon Stock. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act. 5.2 Each Investor individually acknowledges, represents and agrees that no action has been or will be taken in any jurisdiction outside the United States by the Company or the Placement Agent that would permit an offering of the Shares, or possession or distribution of offering materials in connection with the issue of the Shares, in any jurisdiction outside the United States where action for that purpose is required. Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. The Placement Agent is not authorized to make any representation or use any information in connection with the issue, placement, purchase and sale of the Shares. 5.3 Each Investor hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. Each Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission or until the Company has amended or supplemented such Prospectus, provided that the Company shall not be entitled to suspend the use of such Registration Statement for longer than sixty (60) days in any 12-month period. 5.4 Each Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Each Investor has received and carefully reviewed the Prospectus and the Commission Documents and, to the extent the Investor deems appropriate, has discussed the Commission Documents with representatives of the Company. Each Investor is also aware of and acknowledges the following: (a) that no Federal or state agency has made any finding or determination regarding the fairness of this Offering for investment, or any recommendation or endorsement of the Shares; (b) that neither the officers, directors, agents, affiliates or employees of the Company, nor any other person, has expressly or by implication, made any representation or warranty concerning the Company other than as set forth in the Prospectus; and (c) that the past performance or experience of the Company, the Company's officers, directors, agents, or employees, will not in any way indicate or predict the results of the ownership of Shares or of the Company's activities. 5.6 Each Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Each Investor acknowledges that no assurances have been made regarding any tax advantages which may accrue to him or it as a result of an investment in the Company, nor has any assurance been made that existing tax laws, regulations and administrative rulings will not be modified in the future, thus denying the Investor all or a portion of the tax benefits which may currently be, or which may become, available under existing tax laws, regulations or rulings. Each Investor represents that he or it has made such independent inquiries as he or it deems necessary to evaluate properly his or its investment in the Company, including consultation with consulted such legal, tax and investment advisors as Investorit, in its sole discretion, has deemed necessary or appropriate. 5.7 Except as has been specifically disclosed by the Investor to the Company in writing, no sales commissions or similar payments have been paid or are or will be owed by the Investor to any third party appropriate in connection with the Investor's its purchase of the Shares subscribed for herebyShares.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor individually severally, and not jointly, hereby represents and warrants to, and covenants with, the Company Company, that: : 7.1. The Investor is (a) a QIB, (b) aware that the sale to it is being made in reliance on a private placement exemption from registration under the Securities Act and (c) acquiring the Securities for its own account or for the account of a QIB and not with a view to the distribution thereof. 7.2. The Investor understands that the Securities and the Common Stock issuable upon conversion of the Securities are being offered in a transaction not involving any public offering within the meaning of the Securities Act, that the Securities and the Common Stock issuable upon conversion of the Securities have not been and, except as described in the Private Placement Memorandum, will not be registered under the Securities Act and that (a) if prior to the expiration of the applicable holding period specified in Rule 144(k) of the Securities Act it decides to offer, resell, pledge or otherwise transfer any of the Securities or Common Stock issued upon conversion of the Securities, such Securities and Common Stock may be offered, resold, pledged or otherwise transferred only (i) to a person whom the seller reasonably believes is a QIB in a transaction meeting the requirements of Rule 144A, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), (iii) pursuant to an effective registration statement under the Securities Act or (iv) to the Company or one of its subsidiaries, in each of cases (i) through (iv) in accordance with any applicable securities laws of any state of the United States, and that (b) the Investor is knowledgeable, sophisticated and experienced in makingwill, and each subsequent holder of the Securities is qualified to make decisions with respect required to, investments notify any subsequent purchaser of the Securities or the Common Stock issued upon conversion of the Securities of the resale restrictions referred to in shares presenting an investment decision like clause (a) above and will provide the Company and the transfer agent such certificates and other information as they may reasonably require to confirm that involved the transfer by it complies with the foregoing restrictions, if applicable. 7.3. The Investor understands that the Securities and the Common Stock issuable upon conversion of the Securities will, until the expiration of the applicable holding period set forth in Rule 144(k) of the Securities Act, unless sold pursuant to a registration statement that has been declared effective under the Securities Act or in compliance with Rule 144, bear a legend substantially to the following effect: THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN CLAUSE (A) ABOVE. 7.4. The Investor (a) is able to fend for itself in the purchase transactions contemplated by the Private Placement Memorandum, (b) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Securities and (c) has the ability to bear the economic risks of its prospective investment in the Securities and can afford the complete loss of such investment. 7.5. The Investor has received a preliminary copy of the Shares, including investments in Shares issued Private Placement Memorandum and upon delivery by the Company prior to Closing of the final copy of the Private Placement Memorandum will have received a final copy of the Private Placement Memorandum and investments acknowledges that (a) it has conducted its own investigation of the Company and the terms of the Securities and, in comparable companiesconducting its examination, it has not relied on, and will not rely on, any Placement Agent, any statements or other information provided by any Placement Agent concerning the Company or the terms of this offering or any due diligence investigation that any of the Placement Agents or their respective affiliates, or any person acting on behalf of any of them, may conduct or may have conducted with respect to the Securities or the Company, (b) it has requested, received, reviewed had access to the Company’s public filings with the Securities and considered all Exchange Commission and to such financial and other information as it deemed relevant in making an informed deems necessary to make its decision to purchase the Shares; Securities, acknowledging that the Company has not filed with the Commission certain required quarterly reports and that the Company cannot assure such Investor that such information would not have been relevant to the Investor’s decision to purchase the Securities, (iic) it has been offered the opportunity to ask questions of the Company and, if asked questions, received answers thereto, as it deemed necessary in connection with the decision to purchase the Securities and (d) it is aware that there may be additional non-public information with respect to the Securities and the Company that the Company has made itself available to provide to the Investor upon execution by such Investor of a confidentiality agreement, and that the Investor has either executed such confidentiality agreement and received such additional information that it has requested or has elected in its sole discretion not to request such information. 7.6. The Investor, its affiliates and any of its and their directors, officers, employees, agents, advisors and controlling persons are aware that the U.S. securities laws prohibit any person that has material non-public information about a company from purchasing or selling, directly or indirectly, securities of such company (including entering into hedging transactions involving such securities) or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such other person is likely to purchase or sell such securities. 7.7. The Investor understands that the Company, each Placement Agent and others will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements and agrees that if any of the representations and acknowledgements deemed to have been made by it by its purchase of the Securities are no longer accurate, the Investor shall promptly notify the Company and each Placement Agent. The Investor hereby consents to such reliance. If the Investor is acquiring the number of Shares set forth Securities as a fiduciary or agent for one or more investor accounts, it represents that it has sole investment discretion with respect to each such account and it has full power to make the foregoing representations, acknowledgements and agreements on Exhibit A hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any behalf of such Shares account. 7.8. The Investor has not solicited offers for, or any arrangement offered or understanding with any other persons regarding the distribution of such Shares in violation of the securities laws (this representation sold, and warranty will not limiting such Investor's right solicit offers for, or offer to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer the Securities by means of any form of general solicitation or otherwise dispose general advertising within the meaning of (Rule 502(c) of Regulation D under the Securities Act or solicit in any offers to buy, purchase or otherwise acquire or take manner involving a pledge ofpublic offering within the meaning of Section 4(2) any of the Shares except in compliance with the Securities Act, applicable state securities laws and . 7.9. The Investor acknowledges that no action has been or will be taken in any jurisdiction outside the respective rules and regulations promulgated thereuder; and (iv) United States by the Investor, after giving effect to the transactions contemplated hereby, will not, either individually Company or with a group (as defined in Section 13(d)(3) any Placement Agent that would permit an offering of the Exchange Act)Securities, be or possession or distribution of offering materials in connection with the beneficial owner of 20% or more issue of the Company's outstanding Ordinary SharesSecurities, in any jurisdiction outside the United States where action for that purpose is required. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act. 5.2 Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares Securities or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied7.10. Each Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission or until the Company has amended or supplemented such Prospectus, provided that the Company shall not be entitled to suspend the use of such Registration Statement for longer than sixty (60) days in any 12-month period. 5.4 Each The Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' and contracting parties' rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Each Investor has received and carefully reviewed the Prospectus and the Commission Documents and, to the extent the Investor deems appropriate, has discussed the Commission Documents with representatives of the Company7.11. Each Investor is also aware of and acknowledges the following: (a) that no Federal or state agency has made any finding or determination regarding the fairness of this Offering for investment, or any recommendation or endorsement of the Shares; (b) that neither the officers, directors, agents, affiliates or employees of the Company, nor any other person, has expressly or by implication, made any representation or warranty concerning the Company other than as set forth in the Prospectus; and (c) that the past performance or experience of the Company, the Company's officers, directors, agents, or employees, will not in any way indicate or predict the results of the ownership of Shares or of the Company's activities. 5.6 Each The Investor understands that nothing in the Private Placement Memorandum, this Agreement Agreement, the Company’s public filings with the Commission or any other materials presented to the Investor in connection with the purchase and sale of the Shares Securities constitutes legal, tax or investment advice. Each The Investor acknowledges that no assurances have been made regarding any tax advantages which may accrue to him or it as a result of an investment in the Company, nor has any assurance been made that existing tax laws, regulations and administrative rulings will not be modified in the future, thus denying the Investor all or a portion of the tax benefits which may currently be, or which may become, available under existing tax laws, regulations or rulings. Each Investor represents that he or it has made such independent inquiries as he or it deems necessary to evaluate properly his or its investment in the Company, including consultation with consulted such legal, tax and investment advisors and made its own assessments as Investorit, in its sole discretion, has deemed necessary or appropriate. 5.7 Except as has been specifically disclosed by the Investor to the Company in writing, no sales commissions or similar payments have been paid or are or will be owed by the Investor to any third party appropriate in connection with the Investor's its purchase of the Shares subscribed for herebySecurities.

Representations, Warranties and Covenants of the Investors. 5.1 Each Investor individually represents and warrants to, and covenants with, the Company that: (i) the Investor is knowledgeable, sophisticated and experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including investments in Shares issued by the Company and investments in comparable companies, and has requested, received, reviewed and considered all information it deemed relevant in making an informed decision to purchase the Shares; (ii) the Investor is acquiring the number of Shares set forth on Exhibit A hereto in the ordinary course of its business and for its own account for investment only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares in violation of the securities laws (this representation and warranty not limiting such Investor's ’s right to sell the Shares pursuant to the Registration Statement or otherwise in compliance with applicable federal and state securities laws); (iii) the Investor will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase or otherwise acquire or take a pledge of) any of the Shares except in compliance with the Securities Act, applicable state securities laws and the respective rules and regulations promulgated thereuderthereunder; and (iv) the Investor, after giving effect to the transactions contemplated hereby, will not, either individually or with a group (as defined in Section 13(d)(3) of the Exchange Act), be the beneficial owner of 20% or more of the Company's ’s outstanding Ordinary Shares. For purposes of this Section 5.1, beneficial ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act. 5.2 Each Investor outside the United States will comply with all applicable laws and regulations in each foreign jurisdiction in which it purchases, offers, sells or delivers Shares or has in its possession or distributes any offering material, in all cases at its own expense. 5.3 Each Investor hereby covenants with the Company not to make any sale of the Shares without effectively causing the prospectus delivery requirement under the Securities Act to be satisfied. Each Investor acknowledges that there may occasionally be times when the Company, based on the advice of its counsel, determines that it must suspend the use of the Prospectus forming a part of the Registration Statement until such time as an amendment to the Registration Statement has been filed by the Company and declared effective by the Commission or until the Company has amended or supplemented such Prospectus, provided that the Company shall not be entitled to suspend the use of such Registration Statement for longer than sixty (60) days in any 12-month period.. 5 5.4 Each Investor further represents and warrants to, and covenants with, the Company that (i) the Investor has full right, power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and (ii) this Agreement constitutes a valid and binding obligation of the Investor enforceable against the Investor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' ’ and contracting parties' ’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and except as the indemnification agreements of the Investors herein may be legally unenforceable. 5.5 Each Investor has received and carefully reviewed the Prospectus and the Commission Documents and, to the extent the Investor deems appropriate, has discussed the Commission Documents with representatives of the Company. Each Investor is also aware of and acknowledges the following: (a) that no Federal or state agency has made any finding or determination regarding the fairness of this Offering for investment, or any recommendation or endorsement of the Shares; (b) that neither the officers, directors, agents, affiliates or employees of the Company, nor any other person, has expressly or by implication, made any representation or warranty concerning the Company other than as set forth in the Prospectus; and (c) that the past performance or experience of the Company, the Company's ’s officers, directors, agents, or employees, will not in any way indicate or predict the results of the ownership of Shares or of the Company's ’s activities. 5.6 Each Investor understands that nothing in this Agreement or any other materials presented to the Investor in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice. Each Investor acknowledges that no assurances have been made regarding any tax advantages which may accrue to him or it as a result of an investment in the Company, nor has any assurance been made that existing tax laws, regulations and administrative rulings will not be modified in the future, thus denying the Investor all or a portion of the tax benefits which may currently be, or which may become, available under existing tax laws, regulations or rulings. Each Investor represents that he or it has made such independent inquiries as he or it deems necessary to evaluate properly his or its investment in the Company, including consultation with such legal, tax and investment advisors as Investor, in its sole discretion, has deemed necessary or appropriate. 5.7 Except as has been specifically disclosed by the Investor to the Company in writing, no sales commissions or similar payments have been paid or are or will be owed by the Investor to any third party in connection with the Investor's ’s purchase of the Shares subscribed for hereby.