Common use of REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PURCHASER Clause in Contracts

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PURCHASER. 9.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands. 9.2 The Purchaser is an “accredited investor” within the meaning of Rule 501(a)(3) under the Securities Act. The Purchaser has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the SPA Sale Shares; it has evaluated such merits and risks and has determined that it is able to bear the economic risk of an investment in the SPA Sale Shares for an indefinite period of time, in view of the restrictions on transfer set out in Clause 9.5. 9.3 The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S; it is not organized or incorporated under the laws of any United States jurisdiction; and it was not formed for the purpose of investing in securities not registered under the Securities Act. The Purchaser’s principal place of business is located outside of the United States, and at the time of entering into this Agreement and at the Completion Date, the Purchaser was located outside the United States. 9.4 The Purchaser is purchasing the SPA Sale Shares solely for investment purposes, for its own account and not for the account or benefit of any other person, including any U.S. person, and not with a view or intent to the distribution or transfer thereof. The Purchaser has not entered into, and there does not exist, any agreement, arrangement or understanding with any other party for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares or any interest therein, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any other party. 9.5 The Purchaser agrees to resell the SPA Sale Shares only in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act, including the exemption from registration provided by Rule 144 under the Securities Act, if available. The Purchaser understands that the SPA Sale Shares are being sold in a transaction not involving any public offering in the United States in reliance upon an exemption from the registration requirements of the Securities Act provided by Regulation S, and that the SPA Sale Shares are being sold in a transaction that has not been and will not be registered under the Securities Act. Accordingly, for a period of 40 days commencing on the date of the Completion of the Agreement (“distribution compliance period”), the Purchaser will not offer, sell or otherwise transfer any SPA Sale Shares in the United States or to or for the account or benefit of any U.S. persons, or enter into any agreement, arrangement or understanding with any U.S. persons for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares acquired by it, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any U.S. person. Any offer, sale or other transfer of any SPA Sale Shares made by the Purchaser during the distribution compliance period shall be made only to persons who are not U.S. persons in offshore transactions meeting the requirements of Rule 904 of Regulation S. 9.6 The Purchaser agrees that the SPA Sale Shares will bear the applicable transfer restriction legend to reflect transfer restrictions referenced in Clause 9.5 above. 9.7 The Purchaser understands that during the distribution compliance period the Issuer’s transfer agent shall not be required to accept for registration of transfer of any SPA Sale Shares unless such transfer shall comply with the foregoing restrictions on transfer. The Purchaser understands that the SPA Sale Shares acquired by it will be in the form of definitive physical certified shares and that the share certificates will bear a legend reflecting the substance of such restrictions on transfer. Upon application at the end of the distribution compliance period and provided that certain conditions for the removal of the legend are met, the transfer agent shall issue new share certificates representing the SPA Sale Shares that do not bear the foregoing legend. 9.8 The Purchaser agrees to promptly notify any transferee of SPA Sale Shares to whom it sells or transfers any SPA Sale Shares during the distribution compliance period of the restrictions on transfer set out therein, and obtain from such transferee acknowledgements, representations, warranties, confirmations and agreements to the same effect as set out herein. 9.9 The proposed sale of the SPA Sale Shares and the purchase of the same is not part of a plan or scheme to evade the registration requirements of the Securities Act. 9.10 The representations, warranties and agreements made by the Purchaser are true and correct as of the date of this Agreement. The Purchaser acknowledges that in conducting the sale and purchaser of the SPA Sale Shares the Vendor and the Issuer will rely upon the Purchaser’s acknowledgments, representations, warranties, confirmations and agreements set forth herein, and the Purchaser agrees to promptly notify the Vendor and the Issuer in writing if any of the representations or warranties herein ceases to be true, accurate and complete. The Purchaser agrees that this letter or a copy hereof may be produced to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters covered hereby. 9.11 The Purchaser agrees to indemnify and hold harmless the Issuer, its controlling persons (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act) and their respective directors, officers, agents, shareholders and employees, from and against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Purchaser contained in this Agreement. 9.12 Subject to the terms and conditions of this Agreement and except with the approval of the Issuer, the Purchaser shall not, for a period of one-year after the Completion of this Agreement, sell or transfer any SPA Sale Shares acquired under this Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PURCHASER. 9.1 6.1 The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islandsjurisdiction of its formation. The Purchaser (i) has all requisite corporate power and authority to own its assets and to carry on its business as now being conducted by it and (ii) is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification or license, except in the case of clause (ii) where the failure to be so qualified or licensed would not reasonably be expected, in the aggregate, to materially impair its ability to perform its obligations hereunder or under the other Transaction Documents to which it is a party. 9.2 6.2 The Purchaser has the corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by the Purchaser and the performance by it of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Purchaser and no other corporate or stockholder proceedings or actions are required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and binding agreement of the Purchaser, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). 6.3 The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by the Purchaser of the certificates of incorporation, by-laws or equivalent documents of the Purchaser, (ii) violate, conflict with or result in a breach of, or constitute a default by the Purchaser (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Liens upon any of the properties of the Purchaser under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Purchaser or any of its properties may be bound, (iii) violate or result in a breach of any governmental order or law applicable to the Purchaser or any of its properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any governmental authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to materially impair its ability to perform its obligations hereunder or under the other Transaction Documents to which it is a party. 6.4 (a) At the time the Purchaser was offered the Selling Shares that it is purchasing pursuant to this Agreement, it was, and it is, an “accredited investor” within the meaning of Rule 501(a)(3) under the Securities Act. The Purchaser has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the SPA Sale Shares; it has evaluated such merits and risks and has determined that it is able to bear the economic risk of an investment in the SPA Sale Shares for an indefinite period of time, in view of the restrictions on transfer set out in Clause 9.5. 9.3 The Purchaser is not a “U.S. person” as defined in Rule 902 501 of Regulation S; it is not organized or incorporated D under the laws U.S. Securities Act of any United States jurisdiction; and it was not formed for 1933, as amended (the purpose of investing in securities not registered under the “Securities Act. The Purchaser’s principal place of business is located outside of the United States, and at the time of entering into this Agreement and at the Completion Date, the Purchaser was located outside the United States. 9.4 The Purchaser is purchasing the SPA Sale Shares solely for investment purposes, for its own account and not for the account or benefit of any other person, including any U.S. person, and not with a view or intent to the distribution or transfer thereof. The Purchaser has not entered into, and there does not exist, any agreement, arrangement or understanding with any other party for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares or any interest therein, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any other party. 9.5 The Purchaser agrees to resell the SPA Sale Shares only in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act, including the exemption from registration provided by Rule 144 under the Securities Act, if available. The Purchaser understands that the SPA Sale Shares are being sold in a transaction not involving any public offering in the United States in reliance upon an exemption from the registration requirements of the Securities Act provided by Regulation S, and that the SPA Sale Shares are being sold in a transaction that has not been and will not be registered under the Securities Act. Accordingly, for a period of 40 days commencing on the date of the Completion of the Agreement (“distribution compliance period”), the Purchaser will not offer, sell or otherwise transfer any SPA Sale Shares in the United States or to or for the account or benefit of any U.S. persons, or enter into any agreement, arrangement or understanding with any U.S. persons for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares acquired by it, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any U.S. person. Any offer, sale or other transfer of any SPA Sale Shares made by the Purchaser during the distribution compliance period shall be made only to persons who are not U.S. persons in offshore transactions meeting the requirements of Rule 904 of Regulation S. 9.6 The Purchaser agrees that the SPA Sale Shares will bear the applicable transfer restriction legend to reflect transfer restrictions referenced in Clause 9.5 above. 9.7 The Purchaser understands that during the distribution compliance period the Issuer’s transfer agent shall not be required to accept for registration of transfer of any SPA Sale Shares unless such transfer shall comply with the foregoing restrictions on transfer. The Purchaser understands that the SPA Sale Shares acquired by it will be in the form of definitive physical certified shares and that the share certificates will bear a legend reflecting the substance of such restrictions on transfer. Upon application at the end of the distribution compliance period and provided that certain conditions for the removal of the legend are met, the transfer agent shall issue new share certificates representing the SPA Sale Shares that do not bear the foregoing legend. 9.8 The Purchaser agrees to promptly notify any transferee of SPA Sale Shares to whom it sells or transfers any SPA Sale Shares during the distribution compliance period of the restrictions on transfer set out therein, and obtain from such transferee acknowledgements, representations, warranties, confirmations and agreements to the same effect as set out herein. 9.9 The proposed sale of the SPA Sale Shares and the purchase of the same is not part of a plan or scheme to evade the registration requirements of the Securities Act. 9.10 The representations, warranties and agreements made by the Purchaser are true and correct as of the date of this Agreement. The Purchaser acknowledges that in conducting the sale and purchaser of the SPA Sale Shares the Vendor and the Issuer will rely upon the Purchaser’s acknowledgments, representations, warranties, confirmations and agreements set forth herein, and the Purchaser agrees to promptly notify the Vendor and the Issuer in writing if any of the representations or warranties herein ceases to be true, accurate and complete. The Purchaser agrees that this letter or a copy hereof may be produced to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters covered hereby. 9.11 The Purchaser agrees to indemnify and hold harmless the Issuer, its controlling persons (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act) and their respective directors, officers, agents, shareholders and employees, from and against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Purchaser contained in this Agreement. 9.12 Subject to the terms and conditions of this Agreement and except with the approval of the Issuer, the Purchaser shall not, for a period of one-year after the Completion of this Agreement, sell or transfer any SPA Sale Shares acquired under this Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PURCHASER. 9.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands. 9.2 The Purchaser is an “accredited investor” within the meaning of Rule 501(a)(3) under the Securities Act. The Purchaser has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the SPA Sale Shares; it has evaluated such merits and risks and has determined that it is able to bear the economic risk of an investment in the SPA Sale Shares for an indefinite period of time, in view of the restrictions on transfer set out in Clause 9.5. 9.3 The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S; it is not organized or incorporated under the laws of any United States jurisdiction; and it was not formed for the purpose of investing in securities not registered under the Securities Act. The Purchaser’s principal place of business is located outside of the United States, and at the time of entering into this Agreement and at the Completion Date, the Purchaser was located outside the United States. 9.4 The Purchaser is purchasing the SPA Sale Shares solely for investment purposes, for its own account and not for the account or benefit of any other person, including any U.S. person, and not with a view or intent to the distribution or transfer thereof. The Purchaser has not entered into, and there does not exist, any agreement, arrangement or understanding with any other party for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares or any interest therein, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any other party. 9.5 The Purchaser agrees to resell the SPA Sale Shares only in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act, including the exemption from registration provided by Rule 144 under the Securities Act, if available. The Purchaser understands that the SPA Sale Shares are being sold in a transaction not involving any public offering in the United States in reliance upon an exemption from the registration requirements of the Securities Act provided by Regulation S, and that the SPA Sale Shares are being sold in a transaction that has not been and will not be registered under the Securities Act. Accordingly, for a period of 40 days commencing on the date of the Completion of the Agreement (“distribution compliance period”), the Purchaser will not offer, sell or otherwise transfer any SPA Sale Shares in the United States or to or for the account or benefit of any U.S. persons, or enter into any agreement, arrangement or understanding with any U.S. persons for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares acquired by it, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any U.S. person. Any offer, sale or other transfer of any SPA Sale Shares made by the Purchaser during the distribution compliance period shall be made only to persons who are not U.S. persons in offshore transactions meeting the requirements of Rule 904 of Regulation S.. 9.6 The Purchaser agrees that the SPA Sale Shares will bear the applicable transfer restriction legend to reflect transfer restrictions referenced in Clause 9.5 above. 9.7 The Purchaser understands that during the distribution compliance period the Issuer’s transfer agent shall not be required to accept for registration of transfer of any SPA Sale Shares unless such transfer shall comply with the foregoing restrictions on transfer. The Purchaser understands that the SPA Sale Shares acquired by it will be in the form of definitive physical certified shares and that the share certificates will bear a legend reflecting the substance of such restrictions on transfer. Upon application at the end of the distribution compliance period and provided that certain conditions for the removal of the legend are met, the transfer agent shall issue new share certificates representing the SPA Sale Shares that do not bear the foregoing legend. 9.8 The Purchaser agrees to promptly notify any transferee of SPA Sale Shares to whom it sells or transfers any SPA Sale Shares during the distribution compliance period of the restrictions on transfer set out therein, and obtain from such transferee acknowledgements, representations, warranties, confirmations and agreements to the same effect as set out herein. 9.9 The proposed sale of the SPA Sale Shares and the purchase of the same is not part of a plan or scheme to evade the registration requirements of the Securities Act. 9.10 The representations, warranties and agreements made by the Purchaser are true and correct as of the date of this Agreement. The Purchaser acknowledges that in conducting the sale and purchaser of the SPA Sale Shares the Vendor and the Issuer will rely upon the Purchaser’s acknowledgments, representations, warranties, confirmations and agreements set forth herein, and the Purchaser agrees to promptly notify the Vendor and the Issuer in writing if any of the representations or warranties herein ceases to be true, accurate and complete. The Purchaser agrees that this letter or a copy hereof may be produced to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters covered hereby. 9.11 The Purchaser agrees to indemnify and hold harmless the Issuer, its controlling persons (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act) and their respective directors, officers, agents, shareholders and employees, from and against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Purchaser contained in this Agreement. 9.12 Subject to the terms and conditions of this Agreement and except with the approval of the Issuer, the Purchaser shall not, for a period of one-year after the Completion of this Agreement, sell or transfer any SPA Sale Shares acquired under this Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PURCHASER. 9.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of the British Virgin IslandsHong Kong. 9.2 The Purchaser is an “accredited investor” within the meaning of Rule 501(a)(3) under the Securities Act. The Purchaser has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the SPA Sale Shares; it has evaluated such merits and risks and has determined that it is able to bear the economic risk of an investment in the SPA Sale Shares for an indefinite period of time, in view of the restrictions on transfer set out in Clause 9.5. 9.3 The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S; it is not organized or incorporated under the laws of any United States jurisdiction; and it was not formed for the purpose of investing in securities not registered under the Securities Act. The Purchaser’s principal place of business is located outside of the United States, and at the time of entering into this Agreement and at the Completion Date, the Purchaser was located outside the United States. 9.4 The Purchaser is purchasing the SPA Sale Shares solely for investment purposes, for its own account and not for the account or benefit of any other person, including any U.S. person, and not with a view or intent to the distribution or transfer thereof. The Purchaser has not entered into, and there does not exist, any agreement, arrangement or understanding with any other party for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares or any interest therein, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any other party. 9.5 The Purchaser agrees to resell the SPA Sale Shares only in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act, including the exemption from registration provided by Rule 144 under the Securities Act, if available. The Purchaser understands that the SPA Sale Shares are being sold in a transaction not involving any public offering in the United States in reliance upon an exemption from the registration requirements of the Securities Act provided by Regulation S, and that the SPA Sale Shares are being sold in a transaction that has not been and will not be registered under the Securities Act. Accordingly, for a period of 40 days commencing on the date of the Completion of the Agreement (“distribution compliance period”), the Purchaser will not offer, sell or otherwise transfer any SPA Sale Shares in the United States or to or for the account or benefit of any U.S. persons, or enter into any agreement, arrangement or understanding with any U.S. persons for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares acquired by it, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any U.S. person. Any offer, sale or other transfer of any SPA Sale Shares made by the Purchaser during the distribution compliance period shall be made only to persons who are not U.S. persons in offshore transactions meeting the requirements of Rule 904 of Regulation S. 9.6 The Purchaser agrees that the SPA Sale Shares will bear the applicable transfer restriction legend to reflect transfer restrictions referenced in Clause 9.5 above. 9.7 The Purchaser understands that during the distribution compliance period the Issuer’s transfer agent shall not be required to accept for registration of transfer of any SPA Sale Shares unless such transfer shall comply with the foregoing restrictions on transfer. The Purchaser understands that the SPA Sale Shares acquired by it will be in the form of definitive physical certified shares and that the share certificates will bear a legend reflecting the substance of such restrictions on transfer. Upon application at the end of the distribution compliance period and provided that certain conditions for the removal of the legend are met, the transfer agent shall issue new share certificates representing the SPA Sale Shares that do not bear the foregoing legend. 9.8 The Purchaser agrees to promptly notify any transferee of SPA Sale Shares to whom it sells or transfers any SPA Sale Shares during the distribution compliance period of the restrictions on transfer set out therein, and obtain from such transferee acknowledgements, representations, warranties, confirmations and agreements to the same effect as set out herein. 9.9 The Purchaser is not an affiliate of nor is it acting in concert with, the Vendor or the Issuer, within the meaning of Rule 405 under the Securities Act. 9.10 After giving effect to the purchase of the SPA Sale Shares, the Purchaser will not hold more than 5 percent of the Shares of the Issuer. 9.11 The proposed sale of the SPA Sale Shares and the purchase of the same is not part of a plan or scheme to evade the registration requirements of the Securities Act. 9.10 9.12 The representations, warranties and agreements made by the Purchaser are true and correct as of the date of this Agreement. The Purchaser acknowledges that in conducting the sale and purchaser of the SPA Sale Shares the Vendor and the Issuer will rely upon the Purchaser’s acknowledgments, representations, warranties, confirmations and agreements set forth herein, and the Purchaser agrees to promptly notify the Vendor and the Issuer in writing if any of the representations or warranties herein ceases to be true, accurate and complete. The Purchaser agrees that this letter or a copy hereof may be produced to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters covered hereby. 9.11 9.13 The Purchaser agrees to indemnify and hold harmless the Issuer, its controlling persons (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act) and their respective directors, officers, agents, shareholders and employees, from and against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Purchaser contained in this Agreement. 9.12 9.14 Subject to the terms and conditions of this Agreement and except with the approval of the Issuer, the Purchaser shall not, for a period of one-year six months after the Completion of this Agreement, sell or transfer any SPA Sale Shares acquired under this Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PURCHASER. 9.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of the British Virgin Islands. 9.2 The Purchaser is an “accredited investor” within the meaning of Rule 501(a)(3) under the Securities Act. The Purchaser has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the SPA Sale Shares; it has evaluated such merits and risks and has determined that it is able to bear the economic risk of an investment in the SPA Sale Shares for an indefinite period of time, in view of the restrictions on transfer set out in Clause 9.5. 9.3 The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S; it is not organized or incorporated under the laws of any United States jurisdiction; and it was not formed for the purpose of investing in securities not registered under the Securities Act. The Purchaser’s principal place of business is located outside of the United States, and at the time of entering into this Agreement and at the Completion Date, the Purchaser was located outside the United States. 9.4 The Purchaser is purchasing the SPA Sale Shares solely for investment purposes, for its own account and not for the account or benefit of any other person, including any U.S. person, and not with a view or intent to the distribution or transfer thereof. The Purchaser has not entered into, and there does not exist, any agreement, arrangement or understanding with any other party for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares or any interest therein, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any other party. 9.5 The Purchaser agrees to resell the SPA Sale Shares only in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act, including the exemption from registration provided by Rule 144 under the Securities Act, if available. The Purchaser acknowledges that after giving effect to the transaction contemplated by this Agreement, it may be deemed to be an “affiliate” of the Issuer, as such term is defined in Rule 405 under the Securities Act. The Purchaser understands that the SPA Sale Shares are being sold in a transaction not involving any public offering in the United States in reliance upon an exemption from the registration requirements of the Securities Act provided by Regulation S, and that the SPA Sale Shares are being sold in a transaction that has not been and will not be registered under the Securities Act. Accordingly, for a period of 40 days commencing on the date of the Completion of the Agreement (“distribution compliance period”), the Purchaser will not offer, sell or otherwise transfer any SPA Sale Shares in the United States or to or for the account or benefit of any U.S. persons, or enter into any agreement, arrangement or understanding with any U.S. persons for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares acquired by it, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any U.S. person. Any offer, sale or other transfer of any SPA Sale Shares made by the Purchaser during the distribution compliance period shall be made only to persons who are not U.S. persons in offshore transactions meeting the requirements of Rule 904 of Regulation S. 9.6 The Purchaser agrees that the SPA Sale Shares will bear the applicable transfer restriction legend to reflect transfer restrictions referenced in Clause 9.5 above. 9.7 The Purchaser understands that during the distribution compliance period the Issuer’s transfer agent shall not be required to accept for registration of transfer of any SPA Sale Shares unless such transfer shall comply with the foregoing restrictions on transfer. The Purchaser understands that the SPA Sale Shares acquired by it will be in the form of definitive physical certified shares and that the share certificates will bear a legend reflecting the substance of such restrictions on transfer. Upon application at the end of the distribution compliance period and provided that certain conditions for the removal of the legend are met, the transfer agent shall issue new share certificates representing the SPA Sale Shares that do not bear the foregoing legend. 9.8 The Purchaser agrees to promptly notify any transferee of SPA Sale Shares to whom it sells or transfers any SPA Sale Shares during the distribution compliance period of the restrictions on transfer set out therein, and obtain from such transferee acknowledgements, representations, warranties, confirmations and agreements to the same effect as set out herein. 9.9 The Purchaser is not an affiliate of nor is it acting in concert with, the Vendor or the Issuer, within the meaning of Rule 405 under the Securities Act. 9.10 The proposed sale of the SPA Sale Shares and the purchase of the same is not part of a plan or scheme to evade the registration requirements of the Securities Act. 9.10 9.11 The representations, warranties and agreements made by the Purchaser are true and correct as of the date of this Agreement. The Purchaser acknowledges that in conducting the sale and purchaser purchase of the SPA Sale Shares the Vendor and the Issuer will rely upon the Purchaser’s acknowledgments, representations, warranties, confirmations and agreements set forth herein, and the Purchaser agrees to promptly notify the Vendor and the Issuer in writing if any of the representations or warranties herein ceases to be true, accurate and complete. The Purchaser agrees that this letter or a copy hereof may be produced to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters covered hereby. 9.11 9.12 The Purchaser agrees to indemnify and hold harmless the Issuer, its controlling persons (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act) and their respective directors, officers, agents, shareholders and employees, from and against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Purchaser contained in this Agreement. 9.12 9.13 Subject to the terms and conditions of this Agreement and except with the approval of the Issuer, the Purchaser shall not, for a period of one-year after the Completion of this Agreement, sell or transfer any SPA Sale Shares acquired under this Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PURCHASER. 9.1 6.1 The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the British Virgin Islandsjurisdiction of its formation. The Purchaser (i) has all requisite corporate power and authority to own its assets and to carry on its business as now being conducted by it and (ii) is duly qualified or licensed to do business and is in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification or license, except in the case of clause (ii) where the failure to be so qualified or licensed would not reasonably be expected, in the aggregate, to materially impair its ability to perform its obligations hereunder or under the other Transaction Documents to which it is a party. 9.2 6.2 The Purchaser has the corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by the Purchaser and the performance by it of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Purchaser and no other corporate or stockholder proceedings or actions are required to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and, assuming due authorization, execution and delivery by the other parties thereto, constitutes a valid and binding agreement of the Purchaser, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). 6.3 The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not (i) violate, conflict with or result in a breach by the Purchaser of the certificates of incorporation, by-laws or equivalent documents of the Purchaser, (ii) violate, conflict with or result in a breach of, or constitute a default by the Purchaser (or create an event which, with notice or lapse of time or both, would constitute a default) or give rise to any right of termination, cancellation or acceleration under, or result in the creation of any Liens upon any of the properties of the Purchaser under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Purchaser or any of its properties may be bound, (iii) violate or result in a breach of any governmental order or law applicable to the Purchaser or any of its properties or (iv) require any order, consent, approval or authorization of, or notice to, or declaration, filing, application, qualification or registration with, any governmental authority, except, with respect to the foregoing clauses (ii), (iii) and (iv) above, as would not, individually or in the aggregate, reasonably be likely to materially impair its ability to perform its obligations hereunder or under the other Transaction Documents to which it is a party. (a) At the time the Purchaser was offered the Selling Shares that it is purchasing pursuant to this Agreement, it was, and it is, an “accredited investor” within the meaning of Rule 501(a)(3) under the Securities Act. The Purchaser has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the SPA Sale Shares; it has evaluated such merits and risks and has determined that it is able to bear the economic risk of an investment in the SPA Sale Shares for an indefinite period of time, in view of the restrictions on transfer set out in Clause 9.5. 9.3 The Purchaser is not a “U.S. person” as defined in Rule 902 501 of Regulation S; it is not organized or incorporated D under the laws U.S. Securities Act of any United States jurisdiction; and it was not formed for 1933, as amended (the purpose of investing in securities not registered under the “Securities Act. The Purchaser’s principal place of business is located outside of the United States, and at the time of entering into this Agreement and at the Completion Date, the Purchaser was located outside the United States”). 9.4 (b) The Purchaser is acquiring the Selling Shares that it is purchasing the SPA Sale Shares solely pursuant to this Agreement for investment purposes, for its own account and not for the account or benefit of any other person, including any U.S. person, investment purposes only and not with a the view to, or intent to the with any intention of, resale, distribution or transfer other disposition thereof. The Purchaser has not entered intono direct or indirect arrangement, and there does not exist, any agreement, arrangement or understanding with any other party for persons to distribute, or regarding the sale, resale, pledge, transfer or assignment of all or any distribution of the SPA Sale Shares or any interest thereinSelling Shares, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any other party. 9.5 The Purchaser agrees to resell the SPA Sale Shares only in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an available exemption from registration pursuant to the Securities Act, including the exemption from registration provided by Rule 144 under the Securities Act, if available. The Purchaser understands that the SPA Sale Shares are being sold in a transaction not involving any public offering in the United States in reliance upon an exemption from the registration requirements violation of the Securities Act provided by Regulation S, and or any other applicable state securities law. (c) The Purchaser acknowledges that the SPA Sale Selling Shares are being sold in a transaction “restricted securities” that has have not been and will not be registered under the Securities Act. Accordingly, for a period of 40 days commencing on the date of the Completion of the Agreement (“distribution compliance period”), the Purchaser will not offer, sell or otherwise transfer any SPA Sale Shares in the United States or to or for the account or benefit of any U.S. persons, or enter into any agreement, arrangement or understanding with any U.S. persons for the sale, resale, pledge, transfer or assignment of all Act or any of the SPA Sale Shares acquired by it, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any U.S. person. Any offer, sale or other transfer of any SPA Sale Shares made by the Purchaser during the distribution compliance period shall be made only to persons who are not U.S. persons in offshore transactions meeting the requirements of Rule 904 of Regulation S. 9.6 The Purchaser agrees that the SPA Sale Shares will bear the applicable transfer restriction legend to reflect transfer restrictions referenced in Clause 9.5 abovestate securities law. 9.7 The Purchaser understands that during the distribution compliance period the Issuer’s transfer agent shall not be required to accept for registration of transfer of any SPA Sale Shares unless such transfer shall comply with the foregoing restrictions on transfer. The Purchaser understands that the SPA Sale Shares acquired by it will be in the form of definitive physical certified shares and that the share certificates will bear a legend reflecting the substance of such restrictions on transfer. Upon application at the end of the distribution compliance period and provided that certain conditions for the removal of the legend are met, the transfer agent shall issue new share certificates representing the SPA Sale Shares that do not bear the foregoing legend. 9.8 The Purchaser agrees to promptly notify any transferee of SPA Sale Shares to whom it sells or transfers any SPA Sale Shares during the distribution compliance period of the restrictions on transfer set out therein, and obtain from such transferee acknowledgements, representations, warranties, confirmations and agreements to the same effect as set out herein. 9.9 The proposed sale of the SPA Sale Shares and the purchase of the same is not part of a plan or scheme to evade the registration requirements of the Securities Act. 9.10 The representations, warranties and agreements made by the Purchaser are true and correct as of the date of this Agreement. The Purchaser acknowledges that in conducting the sale and purchaser of the SPA Sale Shares the Vendor and the Issuer will rely upon the Purchaser’s acknowledgments, representations, warranties, confirmations and agreements set forth herein, and the Purchaser agrees to promptly notify the Vendor and the Issuer in writing if any of the representations or warranties herein ceases to be true, accurate and complete. The Purchaser agrees that this letter or a copy hereof may be produced to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters covered hereby. 9.11 The Purchaser agrees to indemnify and hold harmless the Issuer, its controlling persons (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act) and their respective directors, officers, agents, shareholders and employees, from and against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Purchaser contained in this Agreement. 9.12 Subject to the terms and conditions of this Agreement and except with the approval of the Issuer, the Purchaser shall not, for a period of one-year after the Completion of this Agreement, sell or transfer any SPA Sale Shares acquired under this Agreement.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF THE PURCHASER. 9.1 The Purchaser is duly incorporated, validly existing and in good standing under the laws of the British Virgin IslandsHong Kong. 9.2 The Purchaser is an “accredited investor” within the meaning of Rule 501(a)(3) under the Securities Act. The Purchaser has such knowledge, sophistication and experience in business and financial matters that it is capable of evaluating the merits and risks of an investment in the SPA Sale Shares; it has evaluated such merits and risks and has determined that it is able to bear the economic risk of an investment in the SPA Sale Shares for an indefinite period of time, in view of the restrictions on transfer set out in Clause 9.5. 9.3 The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S; it is not organized or incorporated under the laws of any United States jurisdiction; and it was not formed for the purpose of investing in securities not registered under the Securities Act. The Purchaser’s principal place of business is located outside of the United States, and at the time of entering into this Agreement and at the Completion Date, the Purchaser was located outside the United States. 9.4 The Purchaser is purchasing the SPA Sale Shares solely for investment purposes, for its own account and not for the account or benefit of any other person, including any U.S. person, and not with a view or intent to the distribution or transfer thereof. The Purchaser has not entered into, and there does not exist, any agreement, arrangement or understanding with any other party for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares or any interest therein, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any other party. 9.5 The Purchaser agrees to resell that it will not offer, sell, resell, pledge or otherwise transfer the SPA Sale Shares only except (a) during the period of six months commencing on the Completion Date, (i) in accordance compliance with the provisions Rule 903 of Regulation SS under the Securities Act, or (ii) pursuant to an effective registration statement under the Securities Act; and (b) after six months from the Completion Date, (i) pursuant to either of clause (a)(i) or (a)(ii) above, or (ii) pursuant to an available exemption from registration pursuant to the Securities Act, including the exemption from registration provided by Rule 144 under the Securities Act, if available. The Purchaser understands acknowledges that the SPA Sale Shares are being sold in a transaction not involving Issuer makes no representations regarding the availability of the exemption provided by Rule 144 at any public offering time. The Purchaser agrees that the Issuer may require an opinion of legal counsel reasonably acceptable to the Issuer in the United States in reliance upon event of any resale of any of the Securities by the Purchaser pursuant to an exemption from the registration requirements of the Securities Act provided by Regulation S, and that the SPA Sale Shares are being sold in a transaction that has not been and will not be registered under the Securities Act. Accordingly, for a period of 40 days commencing on the date of the Completion of the Agreement (“distribution compliance period”), the Purchaser will not offer, sell or otherwise transfer any SPA Sale Shares in the United States or to or for the account or benefit of any U.S. persons, or enter into any agreement, arrangement or understanding with any U.S. persons for the sale, resale, pledge, transfer or assignment of all or any of the SPA Sale Shares acquired by it, including without limitation any such agreement, arrangement or understanding relating to any trust, any option to sell or purchase or any equity swap or similar hedging arrangement pursuant to which the economic benefits and obligations of ownership of the SPA Sale Shares may be transferred to any U.S. person. Any offer, sale or other transfer of any SPA Sale Shares made by the Purchaser during the distribution compliance period shall be made only to persons who are not U.S. persons in offshore transactions meeting the requirements of Rule 904 of Regulation S.. 9.6 The Purchaser agrees that the SPA Sale Shares will bear the applicable transfer restriction legend to reflect transfer restrictions referenced in Clause 9.5 above. 9.7 The Purchaser understands that during the distribution compliance period the Issuer’s transfer agent shall not be required to accept for registration of transfer of any SPA Sale Shares unless such transfer shall comply with the foregoing restrictions on transfer. The Purchaser understands that the SPA Sale Shares acquired by it will be in the form of definitive physical certified shares and that the share certificates will bear a legend reflecting the substance of such restrictions on transfer. Upon application at the end of the distribution compliance period and provided that certain conditions for the removal of the legend are met, the transfer agent shall issue new share certificates representing the SPA Sale Shares that do not bear the foregoing legend. 9.8 The Purchaser agrees to promptly notify any transferee of SPA Sale Shares to whom it sells or transfers any SPA Sale Shares during the distribution compliance period of the restrictions on transfer set out therein, and obtain from such transferee acknowledgements, representations, warranties, confirmations and agreements to the same effect as set out herein. 9.9 The proposed sale of the SPA Sale Shares and the purchase of the same is not part of a plan or scheme to evade the registration requirements of the Securities Act. 9.10 The representations, warranties and agreements made by the Purchaser are true and correct as of the date of this Agreement. The Purchaser acknowledges that in conducting the sale and purchaser of the SPA Sale Shares the Vendor and the Issuer will rely upon the Purchaser’s acknowledgments, representations, warranties, confirmations and agreements set forth herein, and the Purchaser agrees to promptly notify the Vendor and the Issuer in writing if any of the representations or warranties herein ceases to be true, accurate and complete. The Purchaser agrees that this letter or a copy hereof may be produced to any interested party in any administrative or legal proceeding or official enquiry with respect to the matters covered hereby. 9.11 The Purchaser agrees to indemnify and hold harmless the Issuer, its controlling persons (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act) and their respective directors, officers, agents, shareholders and employees, from and against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Purchaser contained in this Agreement. 9.12 Subject to the terms and conditions of this Agreement and except with the approval of the Issuer, the Purchaser shall not, for a period of onesix-year months after the Completion of this Agreement, sell or transfer any SPA Sale Shares acquired under this Agreement.