Common use of Subscriber's Representations and Warranties Clause in Contracts

Subscriber's Representations and Warranties. I hereby represent and warrant to the Company as follows: (a) I understand that the Securities have not been registered under the Securities Act of 1933, as amended ("Securities ACT"), or any state securities laws in reliance on exemptions for private offerings; the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, except as provided below; I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the Company. (b) I understand that my purchase of the Securities is a speculative investment which involves a high degree of risk, including the potential loss of my entire investment in the Company. (c) I am an accredited investor as that term is defined in Regulation D under the Securities Act. (d) I, myself, or, together with my advisor(s), if any, have such knowledge and experience in financial matters, including investments in securities that are restricted as to their transferability, that, alone or together with such advisor(s), I am capable of evaluating the risks and merits of an investment in the Securities and of making an informed investment decision. (e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my principal office and I have no present intention of changing such address. If an individual, I am at least 21 years old. (f) If I am a corporation, partnership or other entity, I am duly authorized to purchase and hold the Securities. (g) All documents, records and other materials pertaining to an investment in the Company which were requested by me or my advisor(s) have been made available or delivered as requested. (h) I have reviewed and understand the Term Sheet. I or my advisor(s) have had an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the Offering and the financial condition and prospects of the Company and to obtain any additional information necessary to verify the accuracy of the information provided to me or my advisor(s) by the Company. (i) I am subscribing for the Securities solely for my own account, for investment and not with a view to or for the resale, assignment, distribution, subdivision or fractionalization thereof. No other person has a direct or indirect beneficial interest in the Securities. (j) I understand that the documents delivered to me by the Company in connection with the Offering (collectively, the "OFFERING MATERIALS") have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or any state securities SEC nor has any such SEC passed upon the accuracy or adequacy of the Offering Materials or the fairness of the Offering. Any representation to the contrary is unlawful. (k) I am relying upon my own counsel, accountant and/or business advisor(s) concerning legal, tax, business and related aspects of my subscription hereunder and my investment in the Company. (l) My overall commitment to investments which are not readily marketable is not disproportionate to my net worth and my investment in the Securities will not cause such overall commitment to become excessive.

Subscriber's Representations and Warranties. I hereby represent and warrant to the Company as followsthat: (a) I understand that the Securities have not been registered under the Securities Act of 1933, as amended ("Securities ACT"), or any state securities laws in reliance on exemptions for private offerings; the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, except as The financial information provided below; I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the Company.Subscription Document is complete, true and correct; (b) I understand that and my investment advisors, if any, have CAREFULLY REVIEWED AND UNDERSTAND the risks of, and other considerations relating to, a purchase of Shares, including, but not limited to, the Securities is a speculative investment which involves a high degree of risk, including the potential loss of my entire investment risks set forth under "RISK FACTORS" in the Company.Memorandum; (c) I am an accredited investor as that term is defined in Regulation D under the Securities Act. (d) I, myself, or, together with and my advisor(s)investment advisors, if any, have such knowledge and experience in financial matters, including investments in securities that are restricted as to their transferability, that, alone or together with such advisor(s), I am capable of evaluating been afforded the risks and merits of an investment in the Securities and of making an informed investment decision. (e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my principal office and I have no present intention of changing such address. If an individual, I am at least 21 years old. (f) If I am a corporation, partnership or other entity, I am duly authorized to purchase and hold the Securities. (g) All documents, records and other materials pertaining to an investment in the Company which were requested by me or my advisor(s) have been made available or delivered as requested. (h) I have reviewed and understand the Term Sheet. I or my advisor(s) have had an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the Offering and the financial condition and prospects of the Company and to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the information provided Memorandum and have had all inquiries to me or the Company answered, and have been furnished all requested materials, relating to the Company and the offering and sale of the Shares and anything else set forth in the Memorandum; (d) Neither I nor my advisor(s) investment advisors, if any, have been furnished any offering literature by the Company.Company or any of its affiliates, associates or agents other than the Memorandum, and the documents referenced therein; (ie) I am acquiring the Shares for which I am subscribing for the Securities solely for my own account, as principal, for investment and not with a view to the resale or distribution of all or any part of the Shares or the Common Stock underlying the Shares; (f) The undersigned, if a corporation, partnership, trust or other form of business entity, (i) is authorized and otherwise duly qualified to purchase and hold the Shares, (ii) has obtained such additional tax and other advice that it has deemed necessary, (iii) has its principal place of business at its address set forth in this Subscription Document, and (iv) has not been formed for the resalespecific purpose of acquiring the Shares (although this may not necessarily disqualify the subscriber as a purchaser). The persons executing the Subscription Document, assignmentas well as all other documents related to the Offering of Shares contemplated by the Memorandum (the "Offering"), distributionrepresent that they are duly authorized to execute all such documents on behalf of the entity. (If the undersigned is one of the aforementioned entities, subdivision it agrees to supply any additional written information that may be required.); (g) All of the information which I have furnished to the Company or fractionalization thereofwhich is set forth in the Subscription Document (including this Subscription Supplement) is correct and complete as of the date of the Subscription Document. No other If any material change in this information should occur prior to my subscription being accepted, I will immediately furnish the revised or corrected information; (h) I further agree to be bound by all of the terms and conditions of the Offering described in the Memorandum; and (i) I am the only person has with a direct or indirect beneficial interest in the Securities. (j) I understand that the documents delivered to me Shares subscribed for by the Company in connection with the Offering (collectively, the "OFFERING MATERIALS") have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or any state securities SEC nor has any such SEC passed upon the accuracy or adequacy of the Offering Materials or the fairness of the Offering. Any representation to the contrary is unlawfulSubscription Document. (k) I am relying upon my own counsel, accountant and/or business advisor(s) concerning legal, tax, business and related aspects of my subscription hereunder and my investment in the Company. (l) My overall commitment to investments which are not readily marketable is not disproportionate to my net worth and my investment in the Securities will not cause such overall commitment to become excessive.

Subscriber's Representations and Warranties. I hereby represent Subscriber represents, warrants, acknowledges and warrant to the Company as followsagrees that: (a) I understand that Subscriber is a resident of the Securities have state indicated on the signature page hereof, is legally competent to execute this Subscription Agreement, and: (i) if Subscriber is an individual, has his or her principal residence in such state; (ii) if Subscriber is a corporation, partnership, trust, limited liability company or other form of business organization, has its principal office in such state; or (iii) if Subscriber is a corporation, partnership, trust, limited liability company or other form of business organization, Subscriber has not been registered under organized for the Securities Act specific purpose of 1933, as amended ("Securities ACT"), or acquiring any state securities laws in reliance on exemptions for private offerings; of the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, except as provided below; I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the CompanySecurities. (b) I understand Subscriber has not been offered the Securities by any form of general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (c) Subscriber has had access during the course of this transaction and prior to the issuance of any of the Securities to all information necessary to enable Subscriber to evaluate the merits and risks of a prospective investment in the Company (including, without limitation, the periodic and other reports filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and Subscriber has had the opportunity to ask questions of and receive answers from the officers and directors of the Company, or a person or persons acting on its behalf, concerning the terms and conditions of the offering and all questions raised by Subscriber have been answered to the full satisfaction of Subscriber. (d) There are substantial restrictions on the transferability of the Securities and, accordingly, Subscriber will need to bear the economic risk of the investment in the Securities for an indefinite period of time and will not be readily able to liquidate the investment in case of an emergency. (e) Subscriber understands that my purchase the Company has a limited financial or operating history, each of the Securities is a speculative investment which involves a high degree of financial risk, including the potential loss and there is no assurance of my entire investment in the Company. (c) I am an accredited investor as that term is defined in Regulation D under the Securities Act. (d) Iany economic, myself, or, together with my advisor(s), if any, have income or tax benefit from such knowledge and experience in financial matters, including investments in securities that are restricted as to their transferability, that, alone or together with such advisor(s), I am capable of evaluating the risks and merits of an investment in the Securities and of making an informed investment decision. (e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my principal office and I have no present intention of changing such address. If an individual, I am at least 21 years oldinvestment. (f) If I am a corporationIn making this investment, partnership or other entitySubscriber is relying solely upon the advice of Subscriber's personal tax advisors, I am duly authorized and not the Company nor its advisers and counsel, with respect to purchase and hold the tax aspects of an investment in the Securities. (g) All documentsIf Subscriber is a corporation, records partnership, trust, limited liability company, employee benefit plan or other entity, Subscriber is authorized and other materials pertaining qualified to an investment in become a stockholder of the Company which were requested and the person signing this Subscription Agreement on behalf of such entity has been duly authorized by me or my advisor(s) have been made available or delivered as requestedsuch entity to do so. (h) I No representations or warranties have reviewed and understand been made to Subscriber by the Term Sheet. I Company or my advisor(s) have had an opportunity to ask questions of and receive answers from representatives any officer, employee, agent or affiliate of the Company concerning the terms Company, and conditions Subscriber's investment decision has been based solely upon Subscriber's independent evaluation and due diligence, if any, of the Offering and the financial condition and prospects of the Company and to obtain any additional information necessary to verify the accuracy of the information provided to me or my advisor(s) by the Company. (i) I am subscribing for Subscriber is experienced in evaluating and investing in early stage companies such as the Company. Subscriber is experienced in business matters and regards himself, herself or itself as a sophisticated investor able to evaluate investment and financial information and to choose independent professional advisors to assist in such evaluation and, either alone or with such advisers, has such knowledge and experience in financial and business matters that Subscriber is capable of evaluating the merits and risks of an investment in each of the Securities solely for my and has the capacity to protect Subscriber’s own account, for interests in connection with Subscriber’s proposed investment and not with a view to or for the resale, assignment, distribution, subdivision or fractionalization thereof. No other person has a direct or indirect beneficial interest in the Securities. (j) I understand that the documents delivered to me by the Company in connection with the Offering (collectively, the "OFFERING MATERIALS") have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or any state securities SEC nor has any such SEC passed upon the accuracy or adequacy of the Offering Materials or the fairness of the Offering. Any representation to the contrary is unlawful. (k) I am relying upon my own counsel, accountant and/or business advisor(s) concerning legal, tax, business and related aspects of my subscription hereunder and my investment in the Company. (l) My overall commitment Subscriber’s aggregate commitments to investments which that are not readily marketable is are not disproportionate to my Subscriber’s net worth and my an investment in the Securities will not cause such overall aggregate commitment to become excessive. Subscriber has adequate means of providing for Subscriber’s current needs and possible personal and family contingencies. Subscriber will not be readily able to liquidate the investment in the case of an emergency, and Subscriber has no need for liquidity in this investment in the Company. (k) Subscriber has a preexisting business or personal relationship with the Company or with one or more of its officers or directors. Subscriber is purchasing the Securities solely for Subscriber’s own account for investment (and not for the account of any other person), and not with a view to, or for, any resale, distribution, fractionalization or other transfer thereof, and Subscriber has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, fractionalization or transfer. (l) Subscriber acknowledges and agrees that the Company may at any time hereafter increase the amount of any of the Securities authorized to be issued by it, at the Company’s sole and absolute discretion.

Subscriber's Representations and Warranties. I hereby represent and warrant to the Company as followsthat: (a) I understand that the Securities have not been registered under the Securities Act of 1933, as amended ("Securities ACT"), or any state securities laws in reliance on exemptions for private offerings; the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, except as The financial information provided below; I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the Company.Subscription Document is complete, true and correct; (b) I understand that and my investment advisors, if any, have CAREFULLY REVIEWED AND UNDERSTAND the risks of, and other considerations relating to, a purchase of Units, including, but not limited to, the Securities is a speculative investment which involves a high degree of risk, including the potential loss of my entire investment risks set forth under "RISK FACTORS" in the Company.Memorandum; (c) I am an accredited investor as that term is defined in Regulation D under the Securities Act. (d) I, myself, or, together with and my advisor(s)investment advisors, if any, have such knowledge and experience in financial matters, including investments in securities that are restricted as to their transferability, that, alone or together with such advisor(s), I am capable of evaluating been afforded the risks and merits of an investment in the Securities and of making an informed investment decision. (e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my principal office and I have no present intention of changing such address. If an individual, I am at least 21 years old. (f) If I am a corporation, partnership or other entity, I am duly authorized to purchase and hold the Securities. (g) All documents, records and other materials pertaining to an investment in the Company which were requested by me or my advisor(s) have been made available or delivered as requested. (h) I have reviewed and understand the Term Sheet. I or my advisor(s) have had an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the Offering and the financial condition and prospects of the Company and to obtain any additional information necessary to verify the accuracy of any representations or information set forth in the information provided Memorandum, have had all inquiries to me or the Company answered and have been furnished all requested materials, relating to the Company and the offering and sale of the Units and anything else set forth in the Memorandum; (d) Neither I nor my advisor(s) investment advisors, if any, have been furnished any offering literature by the Company.Company or any of its affiliates, associates or agents other than the Memorandum, and the documents referenced therein; (ie) I am acquiring the Units and underlying securities for which I am subscribing for the Securities solely for my own account, as principal, for investment and not with a view to the resale or distribution of all or any part of the Units or underlying securities; (f) The undersigned, if a corporation, partnership, trust or other form of business entity: (i) is authorized and otherwise duly qualified to purchase and hold the Units, (ii) has obtained such additional tax and other advice that it has deemed necessary, (iii) has its principal place of business at its residence address set forth in this Subscription Document, and (iv) has not been formed for the resalespecific purpose of acquiring the Units (although this may not necessarily disqualify the subscriber as a purchaser). The persons executing the Subscription Document, assignmentas well as all other documents related to the offering, distributionrepresent that they are duly authorized to execute all such documents on behalf of the entity. (If the undersigned is one of the aforementioned entities, subdivision it agrees to supply any additional written information that may be required.); (g) All of the information which I have furnished to the Company or fractionalization thereofwhich is set forth in the Subscription Document (including this Subscription Supplement) is correct and complete as of the date of the Subscription Document. No other If any material change in this information should occur prior to my subscription being accepted, I will immediately furnish the revised or corrected information; (h) I further agree to be bound by all of the terms and conditions of the offering described in the Memorandum; and (i) I am the only person has with a direct or indirect beneficial interest in the SecuritiesUnits subscribed for by this Subscription Agreement. (j) I understand that the documents delivered to me by the Company in connection with the Offering (collectively, the "OFFERING MATERIALS") have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or any state securities SEC nor has any such SEC passed upon the accuracy or adequacy of the Offering Materials or the fairness of the Offering. Any representation to the contrary is unlawful. (k) I am relying upon my own counsel, accountant and/or business advisor(s) concerning legal, tax, business and related aspects of my subscription hereunder and my investment in the Company. (l) My overall commitment to investments which are not readily marketable is not disproportionate to my net worth and my investment in the Securities will not cause such overall commitment to become excessive.

Subscriber's Representations and Warranties. I hereby represent Subscriber represents, warrants, acknowledges and warrant agrees to the Company as followsfollowing. a. Subscriber is a resident of the state indicated on the signature page hereof, is legally competent to execute this Agreement, and: (ai) I understand that the Securities have not been registered under the Securities Act of 1933, as amended ("Securities ACT"), or any state securities laws in reliance on exemptions for private offerings; the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration if Subscriber is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, except as provided below; I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the Company. (b) I understand that my purchase of the Securities is a speculative investment which involves a high degree of risk, including the potential loss of my entire investment in the Company. (c) I am an accredited investor as that term is defined in Regulation D under the Securities Act. (d) I, myself, or, together with my advisor(s), if any, have such knowledge and experience in financial matters, including investments in securities that are restricted as to their transferability, that, alone or together with such advisor(s), I am capable of evaluating the risks and merits of an investment in the Securities and of making an informed investment decision. (e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my has his or her principal office residence in such state and I have no present intention of changing such address. If an individual, I am is at least 21 years old.of age; or (fii) If I am if Subscriber is a corporation, partnership partnership, trust or other entityform of business organization, I am duly authorized to purchase and hold has its principal office in such state; or (iii) if Subscriber is a corporation, partnership, trust or other form of business organization, Subscriber has not been organized for the Securitiesspecific purpose of acquiring the Shares. (g) All documentsb. This Agreement is and shall be irrevocable, records and other materials pertaining to an investment except that the Subscriber shall have no obligations hereunder in the event that the subscription is not accepted by the Company which were requested by me in whole or my advisor(s) have been made available or delivered as requestedin part. c. The Subscriber has read this Agreement carefully and, to the extent believed necessary, has discussed the representations, warranties and agreements and the applicable limitations upon the Subscriber’s resale of the Shares, the Conversion Shares and Warrant Shares with counsel. d. The Subscriber understands that no federal or state agency has made any finding or determination regarding the fairness of this offering, or any recommendation or endorsement of this offering. e. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act. Entities that are accredited investors under Rule 501 include, among others, certain banks, savings and loan associations, registered securities broker-dealers, insurance companies, registered investment companies and trusts. Individuals that are accredited investors under Rule 501 include, among others, any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1 million; or who had income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year. f. The Subscriber has received from the Company or others and has read copies of the Company’s filings with the U.S. Securities and Exchange Commission (h) I have reviewed the “SEC”), and understand the Term Sheet. I or my advisor(s) have has had an adequate opportunity to ask questions of and receive answers from representatives of the Company concerning regarding these documents (the terms and conditions of the Offering and the financial condition and prospects of the Company and to obtain any additional information necessary to verify the accuracy of the information provided to me or my advisor(s) by the Company“SEC Filings”). (i) I am subscribing g. The Subscriber represents that the Subscriber, if an individual, has adequate means of providing for the Securities solely his/her current needs and personal and family contingencies and has no need for my own account, for liquidity in his/her investment and not with a view to or for the resale, assignment, distribution, subdivision or fractionalization thereof. No other person has a direct or indirect beneficial interest in the Securitiesthis offering. (j) I understand that h. The Subscriber is financially able to bear the documents delivered economic risk of this investment, including the ability to me by afford holding the Company in connection with Shares, the Offering Conversion Shares, the Warrants and Warrant Shares (collectively, the "OFFERING MATERIALS"“Securities”) have not been approved for an indefinite period, or disapproved by to afford a complete loss of its investment. i. The Subscriber is purchasing the Securities for the Subscriber’s own account, and Exchange Commission (not for the "SEC") purpose of reselling or otherwise participating, directly or indirectly, in a distribution of the Securities, and shall not make any sale, transfer or other disposition of any portion of the Securities purchased hereby without registration under the Act and any applicable securities act of any state securities SEC nor has any or unless an exemption from registration is available under such SEC passed upon the accuracy or adequacy of the Offering Materials or the fairness of the Offering. Any representation to the contrary is unlawfulacts. (k) I am relying upon my own counsel, accountant and/or business advisor(s) concerning legal, tax, business and related aspects of my subscription hereunder and my investment in the Company. (l) My j. The Subscriber’s overall commitment to investments which that are not readily marketable is not disproportionate to my the Subscriber’s net worth worth, and my the Subscriber’s investment in the Securities will not cause such overall commitment to become excessive. k. The Subscriber understands that an investment in the Securities is a highly illiquid investment, and that, the Subscriber will have to bear the economic risk of the investment indefinitely (or at least until such shares may become registered for resale as provided under this Agreement) because the Securities have not been registered under the Act and are being issued pursuant to a private placement exemption under Regulation D, on the grounds that no public offering is involved. Therefore, the Securities cannot be offered, sold, transferred, pledged or otherwise disposed of to any person, unless either it is subsequently registered under the Act and applicable state securities laws or an exemption from registration is available and the Subscriber obtains a favorable opinion of the Company’s counsel to that effect. l. Prior to registration of the Shares by the Company pursuant to Section 4 hereof or the availability of another exemption that might be available to the Subscriber, the Subscriber understands that the provisions of Rule 144 promulgated under the Act are not available for at least one (1) year to permit resale of the Securities, and there can be no assurance that the conditions necessary to permit routine sales of the Securities under Rule 144 will ever be satisfied, and, if Rule 144 should become available, routine sales made in reliance on its provisions could be made only in limited amounts and in accordance with the terms and conditions of the Rule. The Subscriber further understands that in connection with sales for which Rule 144 is not available, compliance with some other registration exemption will be required, which may not be available. m. The Subscriber understands and agrees that stop transfer instructions will be given to the Company’s transfer agent or the officer in charge of its stock records and noted on the appropriate records of the Company to the effect that the Securities may not be transferred out of the Subscriber’s name unless either the Securities become registered for resale under the Act or it is established to the satisfaction of counsel for the Company that an exemption from the registration provisions of the Act and applicable state securities laws is available therefor. The Subscriber further agrees that there will be placed on the certificates for the Shares and Warrant Shares, or any substitutions therefore, a legend stating in substance as follows, that the Subscriber understands and agrees that the Company may refuse to permit the transfer of the stock out of its name and that the stock must be held indefinitely in the absence of compliance with the terms of such legend. The Company agrees to remove the following restrictive legend from the certificates, within five (5) business days following written request from the Subscriber, promptly following the effectiveness of the Registration Statement covering the resale of the Conversion Shares and Warrant Shares and provided the Subscriber certifies that it will thereafter sell the common stock evidenced by such unlegended certificates only pursuant to the final prospectus as permitted under the Registration Rights Agreement or pursuant to Rule 144 or other available exemption. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE CORPORATION) REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY BE MADE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS. n. The Subscriber has been given the opportunity to review the Company’s SEC Filings, and to ask questions of, and receive answers from, Company representatives concerning the Company and the terms and conditions of the offering and to obtain such other information as the Subscriber desires in order to evaluate an investment in the Securities. o. The Subscriber did not learn of the investment in the Securities as a result of any public advertising or general solicitation.

Subscriber's Representations and Warranties. I hereby represent and warrant to the Company as follows: (a) I understand that the Securities have not been registered under the Securities Act of 1933, as amended ("Securities ACTAct"), or any state securities laws in reliance on exemptions for private offerings; the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, except as provided below; I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the Company. (b) I understand that my purchase of the Securities is a speculative investment which involves a high degree of risk, including the potential loss of my entire investment in the Company. (c) I am have completed and returned to the Company the Accredited Investor Questionnaire (the "Questionnaire") relating to my qualifications as an "accredited investor as that term is defined investor" and my general ability to bear the risks of an investment in Regulation D under the Securities ActCompany, and I hereby affirm the correctness of my answers in the Questionnaire. (d) I, myself, or, together with my advisor(s), if any, have such knowledge and experience in financial matters, including investments in securities that are restricted as to their transferability, that, alone or together with such advisor(s), I am capable of evaluating the risks and merits of an investment in the Securities and of making an informed investment decision. (e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my principal office and I have no present intention of changing such address. If an individual, I am at least 21 years old. (f) If I am a corporation, partnership or other entity, I am duly authorized to purchase and hold the Securities. (g) All documents, records and other materials pertaining to an investment in the Company which were requested by me or my advisor(s) have been made available or delivered as requested. (h) I have reviewed and understand the Term Sheet. I or my advisor(s) have had an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the Offering and the financial condition and prospects of the Company and to obtain any additional information necessary to verify the accuracy of the information provided to me or my advisor(s) by the Company. (i) I am subscribing for the Securities solely for my own account, for investment and not with a view to or for the resale, assignment, distribution, subdivision or fractionalization thereof. No other person has a direct or indirect beneficial interest in the Securities. (j) I understand that the documents delivered to me by the Company in connection with the Offering (collectively, the "OFFERING MATERIALSOffering Materials") have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or any state securities SEC nor has any such SEC passed upon the accuracy or adequacy of the Offering Materials or the fairness of the Offering. Any representation to the contrary is unlawful. (k) I am relying upon my own counsel, accountant and/or business advisor(s) concerning legal, tax, business and related aspects of my subscription hereunder and my investment in the Company. (l) My overall commitment to investments which are not readily marketable is not disproportionate to my net worth and my investment in the Securities will not cause such overall commitment to become excessive.

Subscriber's Representations and Warranties. I hereby represent and warrant to the Company as followsthat: (a) I understand that the Securities have not been registered under the Securities Act of 1933, as amended ("Securities ACT"), or any state securities laws in reliance on exemptions for private offerings; the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, except as The financial information provided below; I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the Company.Subscription Document is complete, true and correct; (b) I and my investment advisors, if any, have carefully reviewed and understand that my the risks of, and other considerations relating to, a purchase of Units and underlying securities, including, but not limited to, the Securities is a speculative investment which involves a high degree of risk, including the potential loss of my entire investment risks set forth under “Risk Factors” in the Company.Term Sheet; (c) I am an accredited investor as that term is defined in Regulation D under the Securities Act. (d) I, myself, or, together with and my advisor(s)investment advisors, if any, have such knowledge and experience in financial matters, including investments in securities that are restricted as been afforded the opportunity to their transferability, that, alone obtain any information necessary to verify the accuracy of any representations or together with such advisor(s), I am capable of evaluating the risks and merits of an investment information set forth in the Securities Term Sheet and of making an informed investment decision. (e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my principal office and I have no present intention of changing such address. If an individual, I am at least 21 years old. (f) If I am a corporation, partnership or other entity, I am duly authorized had all inquiries to purchase and hold the Securities. (g) All documents, records and other materials pertaining to an investment in the Company which were requested by me or my advisor(s) answered, and have been made available or delivered as requested. (h) I have reviewed and understand the Term Sheet. I or my advisor(s) have had an opportunity furnished all requested materials, relating to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the Offering and the financial condition and prospects sale of the Company and to obtain any additional information Units necessary to verify the accuracy of the information provided to me contained in the Term Sheet; (d) In making any investment decision, neither I nor my investment advisors, if any, have been furnished or my advisor(s) relied upon any Offering literature by the CompanyCompany or any of its affiliates, associates or agents, or any other person, other than the Term Sheet, and the documents referenced therein. (ie) I am acquiring the Units for which I am subscribing for the Securities solely for my own account, as principal, for investment and not with a view to the resale or distribution of all or any part of the Units or underlying securities; (f) The undersigned, if a corporation, partnership, trust or other form of business entity, (i) is authorized and otherwise duly qualified to purchase and hold the Units and underlying securities, (ii) has obtained such additional tax and other advice that it has deemed necessary, (iii) has its principal place of business at its address set forth in this Subscription Document, and (iv) has not been formed for the resalespecific purpose of acquiring the Units (although this may not necessarily disqualify the subscriber as a purchaser). The persons executing the Subscription Document, assignmentas well as all other documents related to the Offering of Units contemplated by the Term Sheet (the “Offering”), distributionrepresent that they are duly authorized to execute all such documents on behalf of the entity. (If the undersigned is one of the aforementioned entities, subdivision it agrees to supply any additional written information that may be required.); (g) All of the information which I have furnished to the Company or fractionalization thereofwhich is set forth in the Subscription Document (including this Subscription Supplement) is correct and complete as of the date of the Subscription Document. No other If any material change in this information should occur prior to my subscription being accepted, I will immediately furnish the revised or corrected information; (h) I further agree to be bound by all of the terms and conditions of the Offering described in the Term Sheet; and (i) I am the only person has with a direct or indirect beneficial interest in the Securities. (j) I understand that the documents delivered to me Units subscribed for by the Company in connection with the Offering (collectively, the "OFFERING MATERIALS") have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or any state securities SEC nor has any such SEC passed upon the accuracy or adequacy of the Offering Materials Subscription Document or the fairness of securities underlying the Offering. Any representation to the contrary is unlawfulUnits. (k) I am relying upon my own counsel, accountant and/or business advisor(s) concerning legal, tax, business and related aspects of my subscription hereunder and my investment in the Company. (l) My overall commitment to investments which are not readily marketable is not disproportionate to my net worth and my investment in the Securities will not cause such overall commitment to become excessive.

Subscriber's Representations and Warranties. I hereby represent and warrant to the Company as follows: (a) I understand that none of the Securities units have not been registered under the Securities Act of 1933, as amended ("Securities ACTAct"), or any state securities laws in reliance on exemptions for private offerings; the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, laws except as provided below; and I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the Company. (b) I understand that my purchase of the Securities is a speculative investment which involves a high degree of risk, including the potential loss of my entire investment in the Company. (c) I am have completed and returned to the Company the Accredited Investor Questionnaire (the "Questionnaire") relating to my qualifications as an "accredited investor as that term is defined investor" and my general ability to bear the risks of an investment in Regulation D under the Securities ActCompany, and I hereby affirm the correctness of my answers in the Questionnaire. (d) I, myself, or, together with my advisor(s), if any, have such knowledge and experience in financial matters, including investments in securities that are restricted as to their transferability, that, alone or together with such advisor(s), I am capable of evaluating the risks and merits of an investment in the Securities and of making an informed investment decision. (e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my principal office and I have no present intention of changing such address. If an individual, I am at least 21 years old. (f) If I am a corporation, partnership or other entity, I am duly authorized to purchase and hold the Securities. (g) All documents, records and other materials pertaining to an investment in the Company which were requested by me or my advisor(s) have been made available or delivered as requestedto me. (h) I have reviewed and understand the Term SheetMemorandum. I or my advisor(s) have had an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the Offering and the financial condition and prospects of the Company and to obtain any additional information necessary to verify the accuracy of the information provided to me or my advisor(s) by in the CompanyMemorandum. (i) I am subscribing for the Securities solely for my own account, for investment and not with a view to or for the resale, assignment, distribution, subdivision or fractionalization thereof. No other person has a direct or indirect beneficial interest in the Securities. (j) I understand that the Memorandum and any other documents delivered to me by the Company in connection with the Offering (collectively, the "OFFERING MATERIALSOffering Materials") have not been approved or disapproved by the Securities and Exchange Commission (the "SECCommission") or any state securities SEC commission nor has any such SEC commission passed upon the accuracy or adequacy of the Offering Materials or the fairness of the Offering. Any representation to the contrary is unlawful. (k) I understand that the Company makes no representation or warranty regarding its fulfillment in the future of any reporting requirements under the Securities Exchange Act of 1934 (the "Exchange Act"), or its dissemination to the public of any current financial or other information concerning the Company as is required by Rule 144 promulgated under the Exchange Act as one of the conditions of its availability. (l) I am relying upon my own counsel, accountant and/or business advisor(s) concerning legal, tax, business and related aspects of my subscription hereunder and my investment in the Company. (lm) My overall commitment to investments which are not readily marketable is not disproportionate to my net worth and my investment in the Securities will not cause such overall commitment to become excessive.

Subscriber's Representations and Warranties. I hereby represent Subscriber represents, warrants, acknowledges and warrant agrees to the Company as followsfollowing. a. Subscriber is a resident of the state indicated on the signature page hereof, is legally competent to execute this Agreement, and: (ai) I understand that the Securities have not been registered under the Securities Act of 1933, as amended ("Securities ACT"), or any state securities laws in reliance on exemptions for private offerings; the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration if Subscriber is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, except as provided below; I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the Company. (b) I understand that my purchase of the Securities is a speculative investment which involves a high degree of risk, including the potential loss of my entire investment in the Company. (c) I am an accredited investor as that term is defined in Regulation D under the Securities Act. (d) I, myself, or, together with my advisor(s), if any, have such knowledge and experience in financial matters, including investments in securities that are restricted as to their transferability, that, alone or together with such advisor(s), I am capable of evaluating the risks and merits of an investment in the Securities and of making an informed investment decision. (e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my has his or her principal office residence in such state and I have no present intention of changing such address. If an individual, I am is at least 21 years old.of age; or (fii) If I am if Subscriber is a corporation, partnership partnership, trust or other entityform of business organization, I am duly authorized to purchase and hold has its principal office in such state; or (iii) if Subscriber is a corporation, partnership, trust or other form of business organization, Subscriber has not been organized for the Securitiesspecific purpose of acquiring the Shares. (g) All documentsb. This Agreement is and shall be irrevocable, records and other materials pertaining to an investment except that the Subscriber shall have no obligations hereunder in the event that the subscription is not accepted by the Company which were requested by me in whole or my advisor(s) have been made available or delivered as requestedin part. c. The Subscriber has read this Agreement carefully and, to the extent believed necessary, has discussed the representations, warranties and agreements and the applicable limitations upon the Subscriber’s resale of the Shares, the Conversion Shares and Warrant Shares with counsel. d. The Subscriber understands that no federal or state agency has made any finding or determination regarding the fairness of this offering, or any recommendation or endorsement of this offering. e. The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act. Entities that are accredited investors under Rule 501 include, among others, certain banks, savings and loan associations, registered securities broker-dealers, insurance companies, registered investment companies and trusts. Individuals that are accredited investors under Rule 501 include, among others, any natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds $1 million; or who had income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and who has a reasonable expectation of reaching the same income level in the current year. f. The Subscriber has received from the Company or others and has read copies of the Company’s filings with the U.S. Securities and Exchange Commission (h) I have reviewed the “SEC”), and understand the Term Sheet. I or my advisor(s) have has had an adequate opportunity to ask questions of and receive answers from representatives of the Company concerning regarding these documents (the terms and conditions of the Offering and the financial condition and prospects of the Company and to obtain any additional information necessary to verify the accuracy of the information provided to me or my advisor(s) by the Company“SEC Filings”). (i) I am subscribing g. The Subscriber represents that the Subscriber, if an individual, has adequate means of providing for the Securities solely his/her current needs and personal and family contingencies and has no need for my own account, for liquidity in his/her investment and not with a view to or for the resale, assignment, distribution, subdivision or fractionalization thereof. No other person has a direct or indirect beneficial interest in the Securitiesthis offering. (j) I understand that h. The Subscriber is financially able to bear the documents delivered economic risk of this investment, including the ability to me by afford holding the Company in connection with Shares, the Offering Conversion Shares, the Warrants and Warrant Shares (collectively, the "OFFERING MATERIALS"“Securities”) have not been approved for an indefinite period, or disapproved by to afford a complete loss of its investment. i. The Subscriber is purchasing the Securities for the Subscriber’s own account, and Exchange Commission (not for the "SEC") purpose of reselling or otherwise participating, directly or indirectly, in a distribution of the Securities, and shall not make any sale, transfer or other disposition of any portion of the Securities purchased hereby without registration under the Act and any applicable securities act of any state securities SEC nor has any or unless an exemption from registration is available under such SEC passed upon the accuracy or adequacy of the Offering Materials or the fairness of the Offering. Any representation to the contrary is unlawfulacts. (k) I am relying upon my own counsel, accountant and/or business advisor(s) concerning legal, tax, business and related aspects of my subscription hereunder and my investment in the Company. (l) My j. The Subscriber’s overall commitment to investments which that are not readily marketable is not disproportionate to my the Subscriber’s net worth worth, and my the Subscriber’s investment in the Securities will not cause such overall commitment to become excessive. k. The Subscriber understands that an investment in the Securities is a highly illiquid investment, and that, the Subscriber will have to bear the economic risk of the investment indefinitely (or at least until such shares may become registered for resale as provided under this Agreement) because the Securities have not been registered under the Act and are being issued pursuant to a private placement exemption under Regulation D, on the grounds that no public offering is involved. Therefore, the Securities cannot be offered, sold, transferred, pledged or otherwise disposed of to any person, unless either it is subsequently registered under the Act and applicable state securities laws or an exemption from registration is available and the Subscriber obtains a favorable opinion of the Company’s counsel to that effect. l. Prior to registration of the Shares by the Company pursuant to Section 4 hereof or the availability of another exemption that might be available to the Subscriber, the Subscriber understands that the provisions of Rule 144 promulgated under the Act are not available for at least one (1) year to permit resale of the Securities, and there can be no assurance that the conditions necessary to permit routine sales of the Securities under Rule 144 will ever be satisfied, and, if Rule 144 should become available, routine sales made in reliance on its provisions could be made only in limited amounts and in accordance with the terms and conditions of the Rule. The Subscriber further understands that in connection with sales for which Rule 144 is not available, compliance with some other registration exemption will be required, which may not be available. m. The Subscriber understands and agrees that stop transfer instructions will be given to the Company’s transfer agent or the officer in charge of its stock records and noted on the appropriate records of the Company to the effect that the Securities may not be transferred out of the Subscriber’s name unless either the Securities become registered for resale under the Act or it is established to the satisfaction of counsel for the Company that an exemption from the registration provisions of the Act and applicable state securities laws is available therefor. The Subscriber further agrees that there will be placed on the certificates for the Shares and Warrant Shares, or any substitutions therefore, a legend stating in substance as follows, that the Subscriber understands and agrees that the Company may refuse to permit the transfer of the stock out of its name and that the stock must be held indefinitely in the absence of compliance with the terms of such legend. THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES ACT AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE CORPORATION) REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY BE MADE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND REGULATIONS. n. The Subscriber has been given the opportunity to review the Company’s SEC Filings, and to ask questions of, and receive answers from, Company representatives concerning the Company and the terms and conditions of the offering and to obtain such other information as the Subscriber desires in order to evaluate an investment in the Securities. o. The Subscriber did not learn of the investment in the Securities as a result of any public advertising or general solicitation.

Subscriber's Representations and Warranties. I hereby represent Subscriber represents, warrants, acknowledges and warrant to the Company as followsagrees that: (a) I understand that Subscriber is a resident of the Securities have state indicated on the signature page hereof, is legally competent to execute this Second Amended and Restated Subscription Agreement, and: (i) if Subscriber is an individual, has his or her principal residence in such state; (ii) if Subscriber is a corporation, partnership, trust, limited liability company or other form of business organization, has its principal office in such state; or (iii) if Subscriber is a corporation, partnership, trust, limited liability company or other form of business organization, Subscriber has not been registered under organized for the Securities Act specific purpose of 1933, as amended ("Securities ACT"), or any state securities laws in reliance on exemptions for private offerings; acquiring the Securities cannot be resold or otherwise disposed of unless they are subsequently registered under the Securities Act and applicable state securities laws or an exemption from registration is available, and that the Securities will bear a restrictive legend to such effect; I will have no rights to require that the Securities be registered under the Securities Act or any state securities laws, except as provided below; I may have to hold the Securities indefinitely and it may not be possible for me to liquidate my investment in the CompanyCommon Stock. (b) I understand Subscriber has not been offered the Securities by any form of general solicitation or general advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. (c) Subscriber has had access during the course of this transaction and prior to the issuance of the Securities to all information necessary to enable Subscriber to evaluate the merits and risks of a prospective investment in the Company (including, without limitation, the periodic and other reports filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and Subscriber has had the opportunity to ask questions of and receive answers from the officers and directors of the Company, or a person or persons acting on its behalf, concerning the terms and conditions of the offering and all questions raised by Subscriber have been answered to the full satisfaction of Subscriber. (d) There are substantial restrictions on the transferability of the Securities and, accordingly, Subscriber will need to bear the economic risk of the investment in the Securities for an indefinite period of time and will not be readily able to liquidate the investment in case of an emergency. (e) Subscriber understands that my purchase the Company has a limited financial or operating history, each of the Securities is a speculative investment which involves a high degree of financial risk, including and there is no assurance of any economic, income or tax benefit from such investment. (f) In making this investment, Subscriber is relying solely upon the potential loss advice of my entire Subscriber's personal tax advisors, and not the Company nor its advisers and counsel, with respect to the tax aspects of an investment in the Securities. (g) If Subscriber is a corporation, partnership, trust, limited liability company, employee benefit plan or other entity, Subscriber is authorized and qualified to become a stockholder of the Company and the person signing this Second Amended and Restated Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so. (h) No representations or warranties have been made to Subscriber by the Company or any officer, employee, agent or affiliate of the Company (other than those set forth in the PSA), and Subscriber's investment decision has been based solely upon Subscriber's independent evaluation and due diligence, if any, of the Company. (ci) I am an accredited Subscriber is experienced in evaluating and investing in early stage companies such as the Company. Subscriber is experienced in business matters and regards himself, herself or itself as a sophisticated investor as that term is defined able to evaluate investment and financial information and to choose independent professional advisors to assist in Regulation D under the Securities Act. (d) Isuch evaluation and, myselfeither alone or with such advisers, or, together with my advisor(s), if any, have has such knowledge and experience in financial matters, including investments in securities and business matters that are restricted as to their transferability, that, alone or together with such advisor(s), I am Subscriber is capable of evaluating the merits and risks and merits of an investment in the Securities and of making an informed has the capacity to protect Subscriber’s own interests in connection with Subscriber’s proposed investment decision. (e) The address set forth below is my correct home address or, if I am other than an individual, the correct address of my principal office and I have no present intention of changing such address. If an individual, I am at least 21 years old. (f) If I am a corporation, partnership or other entity, I am duly authorized to purchase and hold the Securities. (g) All documents, records and other materials pertaining to an investment in the Company which were requested by me or my advisor(s) have been made available or delivered as requested. (h) I have reviewed and understand the Term Sheet. I or my advisor(s) have had an opportunity to ask questions of and receive answers from representatives of the Company concerning the terms and conditions of the Offering and the financial condition and prospects of the Company and to obtain any additional information necessary to verify the accuracy of the information provided to me or my advisor(s) by the Company. (i) I am subscribing for the Securities solely for my own account, for investment and not with a view to or for the resale, assignment, distribution, subdivision or fractionalization thereof. No other person has a direct or indirect beneficial interest in the Securities. (j) I understand that the documents delivered to me by the Company in connection with the Offering (collectively, the "OFFERING MATERIALS") have not been approved or disapproved by the Securities and Exchange Commission (the "SEC") or any state securities SEC nor has any such SEC passed upon the accuracy or adequacy of the Offering Materials or the fairness of the Offering. Any representation to the contrary is unlawful. (k) I am relying upon my own counsel, accountant and/or business advisor(s) concerning legal, tax, business and related aspects of my subscription hereunder and my investment in the Company. (l) My overall commitment Subscriber’s aggregate commitments to investments which that are not readily marketable is are not disproportionate to my Subscriber’s net worth and my an investment in the Securities will not cause such overall aggregate commitment to become excessive. Subscriber has adequate means of providing for Subscriber’s current needs and possible personal and family contingencies. Subscriber will not be readily able to liquidate the investment in the case of an emergency, and Subscriber has no need for liquidity in this investment in the Company. (k) Subscriber has a preexisting business or personal relationship with the Company or with one or more of its officers or directors. Except for Subscriber’s intention to distribute the shares (or cause them to be issued directly) to its members, pro-rata, on condition that they make the representations, warranties and agreements herein provided in favor of Company, Subscriber is acquiring the Securities solely for Subscriber’s own account for investment (and not for the account of any other person), and not with a view to, or for, any resale, distribution, fractionalization or other transfer thereof, and Subscriber has no present plans to enter into any contract, undertaking, agreement or arrangement for any such resale, distribution, fractionalization or transfer.