Common use of Representations, Warrants and Covenants Clause in Contracts

Representations, Warrants and Covenants. The Company hereby represents warrants, covenants and agrees as follows: · The Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct. · Upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares in the capital of the Company. It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription. Buyer hereby authorizes and directs the Company to deliver the securities to be issued to such Buyer pursuant to this Subscription Agreement to Buyer’s address indicated below. Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada, without giving effect to principles of conflicts of law. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.

Representations, Warrants and Covenants. The Company Buyer hereby represents warrants, covenants and agrees as follows: · The * Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement. * Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer's sole discretion and judgment. * Buyer understands that his or her investment in the Shares is speculative and involves a corporation duly organizedhigh degree of risk, existing and in good standing under the laws is not recommended for any person who cannot afford a total loss of the State investment. Buyer is able to bear the economic risks of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct. · Upon issue, the Shares will be duly and validly issued, fully paid and non-assessable common shares an investment in the capital Offering and at the present time can afford a complete loss of such investment. * The Shares are being purchased solely for Buyer's own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the CompanyShares. It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s 's Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription. Buyer hereby authorizes and directs the Company to deliver the securities to be issued to such Buyer pursuant to this Subscription Agreement to Buyer’s address indicated below. Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada, without giving effect to principles of conflicts of law. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.

Representations, Warrants and Covenants. (a) The Company hereby Grantee represents warrantsand warrants that he is acquiring this Option and, covenants and agrees as follows: · The Company in the event this Option is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct. · Upon issueexercised, the Shares will be duly Shares, for investment, for his own account and validly issued, fully paid and non-assessable common shares in not with a view to the capital of the Company. It is understood that this subscription is not binding upon the Company until accepted by the Companydistribution thereof, and that the Company he has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event present intention of a partial rejection disposing of this subscriptionOption or the Shares or any interest therein or sharing ownership thereof with any other person or entity. (b) The Grantee agrees that he will not offer, Buyer’s Payment will be returned to Buyersell, without interesthypothecate, whereupon Buyer agrees to deliver a new payment in the amount transfer or otherwise dispose of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription. Buyer hereby authorizes and directs the Company to deliver the securities to be issued to such Buyer pursuant to this Subscription Agreement to Buyer’s address indicated below. Notwithstanding the place where this Subscription Agreement may be executed by any of the parties heretoShares unless either: (i) A registration statement covering the Shares which are to be so offered has been filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933 (the "Securities Act") and such sale, transfer or other disposition is accompanied by a prospectus relating to a registration statement which is in effect under the Securities Act covering the Shares which are to be sold, transferred or otherwise disposed of and meeting the requirements of Section 10 of the Securities Act; or (ii) Counsel satisfactory to the Corporation renders a reasoned opinion in writing and addressed to the Corporation, satisfactory in form and substance to the Corporation and its counsel, that in the opinion of such counsel such proposed sale, offer, transfer or other disposition of the Shares is exempt from the provisions of Section 5 of the Securities Act in view of the circumstances of such proposed offer, sale, transfer or other disposition. (c) The Grantee acknowledges that (i) the Shares and this Option constitute "securities" under the Securities Act and/or the Securities Exchange Act of 1934 and/or the Rules and Regulations promulgated under said acts; (ii) the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; and (iii) except as set forth in Section 8 below, the parties expressly agree that all Corporation is not under any obligation with respect to the terms and provisions hereof shall be construed in accordance with and governed by the laws registration of the State of NevadaShares. (d) The Grantee is advised that he or his legatee or legal representative, without giving effect to principles of conflicts of law. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as the case may be necessary or and as defined above, may be required to make an appropriate to carry out representation at the purposes and intent time of any exercise of this Subscription AgreementOption in form and substance similar to the representations contained herein, relating to the Shares then being purchased.

Representations, Warrants and Covenants. The Company Buyer hereby represents warrants, covenants and agrees as follows: · The Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement. · Except as set forth in the Prospectus and the exhibits thereto, the Company or any other person has made no representations or warranties, oral or otherwise, to Buyer, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment. · Buyer understands that his or her investment in the Shares is speculative and involves a corporation duly organized, existing high degree of risk and in good standing under the laws is not recommended for any person who cannot afford a total loss of the State investment. Buyer is able to bear the economic risks of Nevada an investment in the Offering and has at the corporate power to conduct the business which it conducts and proposes to conductpresent time can afford a complete loss of such investment. · Upon issueThe Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the Shares will be duly and validly issuedtransfer, fully paid and non-assessable common shares in the capital assignment, resale or distribution of any of the CompanyShares. It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription. Buyer hereby authorizes and directs the Company to deliver the securities to be issued to such Buyer pursuant to this Subscription Agreement to Buyer’s address indicated below. Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada, without giving effect to principles of conflicts of law. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.

Representations, Warrants and Covenants. The Company Buyer hereby represents warrants, covenants and agrees as follows: · The Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement. · Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment. · Buyer understands that his or her investment in the Shares is speculative and involves a corporation duly organizedhigh degree of risk, existing and in good standing under the laws is not recommended for any person who cannot afford a total loss of the State investment. Buyer is able to bear the economic risks of Nevada an investment in the Offering and has at the corporate power to conduct the business which it conducts and proposes to conductpresent time can afford a complete loss of such investment. · Upon issueThe Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the Shares will be duly and validly issuedtransfer, fully paid and non-assessable common shares assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the capital transfer, assignment, resale or distribution of any of the CompanyShares. It is understood that this subscription is not binding upon the Company until accepted by the Company, and that the Company has the right to accept or reject this subscription, in whole or in part, in its sole and complete discretion. If this subscription is rejected in whole, the Company shall return to Buyer, without interest, the Payment tendered by Buyer, in which case the Company and Buyer shall have no further obligation to each other hereunder. In the event of a partial rejection of this subscription, Buyer’s Payment will be returned to Buyer, without interest, whereupon Buyer agrees to deliver a new payment in the amount of the purchase price for the number of Shares to be purchased hereunder following a partial rejection of this subscription. Buyer hereby authorizes and directs the Company to deliver the securities to be issued to such Buyer pursuant to this Subscription Agreement to Buyer’s address indicated below. Notwithstanding the place where this Subscription Agreement may be executed by any of the parties hereto, the parties expressly agree that all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Nevada, without giving effect to principles of conflicts of law. The parties agree to execute and deliver all such further documents, agreements and instruments and take such other and further action as may be necessary or appropriate to carry out the purposes and intent of this Subscription Agreement.