AGREEMENTS, REPRESENTATIONS AND WARRANTIES OF THE INVESTOR. 3.1 Exemption from Registration. The Investor acknowledges and agrees that the Securities will be offered and sold to the Investor without such offers and sales being registered under the Securities Act and will be issued to the Investor in an offshore transaction outside of the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Rule 903 of Regulation S of the Securities Act based on the representations and warranties of the Investor in this Agreement. As such, the Investor further acknowledges and agrees that all Securities will, upon issuance, be “restricted securities” within the meaning of the Securities Act.
