Common use of Offshore Transaction Clause in Contracts

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S; (ii) the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company; (iii) at the execution of this Subscription Agreement, Subscriber was outside the United States and no offer to purchase the Securities was made in the United States; (iv) the Subscriber agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.

Offshore Transaction. Subscriber Purchaser hereby represents and warrants to Seller as of the Company that date hereof and as of the Closing Date as follows: (i) Subscriber If the Purchaser is a corporation, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and if the Purchaser is a partnership or other organization, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (a) If the Purchaser is a corporation, the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action, (b) if the Purchaser is a partnership or other organization, the other governing documents to enter into this agreement and to consummate the transactions contemplated hereby and all necessary consents and approvals required by the partnership agreement or other governing documents have been obtained, and (c) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally. (iii) The Purchaser did not receive any offer to purchase the Shares in the United States. This Agreement has not been executed by the Purchaser in the United States. (iv) The Purchaser is not a "U.S. person," as that term is defined in by Rule 902(o) of Regulation S; S (iia "U.S. Person"), promulgated under the Securities Act of 1933, as amended (the "1933 Act") the Subscriber is notand as set forth in Schedule A attached hereto, and on is not acquiring the Closing Date will not beShares, an affiliate of the Company; (iii) at the execution of this Subscription Agreementdirectly or indirectly, Subscriber was outside the United States and no offer to purchase the Securities was made in the United States; (iv) the Subscriber agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") shall not be made to U.S. persons or for the account or benefit of any U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; Person. (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby The Purchaser (a) have not been has received a copy of the Disclosure Documents (as hereinafter defined) and will not be pre-arranged by has carefully reviewed and understands the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, Disclosure Documents and this Agreement and (b) are not understand that, except as set forth in the Disclosure Documents and will not be part of a plan in this Agreement, no representations or scheme warranties have been made to the Purchaser by the Subscriber to evade Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with the registration provisions purchase of the Act; Shares, it is not relying upon any information concerning the Company, other than (viii) that contained in the Disclosure documents and in this Agreement and (ii) on the results of its own independent investigations. The term "Disclosure Documents" shall mean (a) the Subscriber shall take all reasonable steps company's latest Annual report to ensure its compliance with Regulation S Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and shall promptly send to each purchaser Form 8-K thereafter, and (xc) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution copies of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhereCompany's significant press releases issued after said Annual Reports.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Preferred Stock or Shares (the "Investors") is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation SS (a copy of which definition is attached as Exhibit B); and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts;(ii) the shares of Preferred Stock were not offered to the Subscriber or to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Preferred Stock hereunder, the Subscriber and each such Investor was physically outside the United States; (iiiii) the Subscriber is not, purchasing the Securities for its own account and not on behalf of or for the Closing Date will not be, an affiliate benefit of any U.S. person and the sale and resale of the Company; (iii) at the execution of this Subscription Agreement, Subscriber was outside the United States and no offer to purchase the Securities was made have not been prearranged with any buyer in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of all shares of Preferred Stock offered and ending forty (40) days thereafter (the"Restricted the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (v) Subscriber and is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber respect to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewherethis transaction.

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S; (ii) the Subscriber PURCHASER is not, and on the Closing Date date will not be, an affiliate of the CompanyISSUER; (iii) at the execution of this Subscription Agreement, Subscriber as well as the time this transaction is or was due, PURCHASER was outside the United States States, and no offer to purchase the Securities Shares was made in the United States; (iv) the Subscriber PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation Sfederal securities laws; (v) Subscriber PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be made on behalf of any U.S. person or pre-arranged by the Subscriber PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. Personperson, and (b) such transactions are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) all offering documents received by PURCHASER include statements to the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in effect that the distribution of Shares have not been registered under the Securities Act of 1933 and may not be offered or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities sold in the United States or elsewhereto U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER’s representations, warranties and agreements contained herein.

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation S; (ii) the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company; , (iii) at the same time of execution of this Subscription Agreement, Subscriber was outside the United States and no offer to purchase the Securities was made in the United States; (iv) the Subscriber agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing of the offering of the Securities and ending forty (40) days thereafter (the"Restricted the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber Subcriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, ; nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S; (ii) the Subscriber PURCHASER is not, and on the Closing Date date will not be, an affiliate of the CompanyISSUER; (iii) at the execution of this Subscription Agreement, Subscriber as well as the time this transaction is or was due, PURCHASER was outside the United States States, and no offer to purchase the Securities Shares was made in the United States; (iv) the Subscriber PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation Sfederal securities laws; (v) Subscriber PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be made on behalf of any U.S. person or pre-arranged by the Subscriber PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. Personperson, and (b) such transactions are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) vii)all offering documents received by PURCHASER include statements to the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in effect that the distribution of Shares have not been registered under the Securities Act of 1933 and may not be offered or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities sold in the United States or elsewhereto U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER's purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER’s representations, warranties and agreements contained herein.

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S; (ii) the Subscriber PURCHASER is not, and on the Closing Date date will not be, an affiliate of the CompanyISSUER; (iii) at the execution of this Subscription Agreement, Subscriber as well as the time this transaction is or was due, PURCHASER was outside the United States States, and no offer to purchase the Securities Shares was made in the United States; (iv) the Subscriber PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation Sfederal securities laws; (v) Subscriber PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be made on behalf of any U.S. person or pre-arranged by the Subscriber PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. Personperson, and (b) such transactions are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) vii)all offering documents received by PURCHASER include statements to the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in effect that the distribution of Shares have not been registered under the Securities Act of 1933 and may not be offered or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities sold in the United States or elsewhereto U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER’s representations, warranties and agreements contained herein.

Offshore Transaction. Subscriber Purchaser hereby represents and warrants to the Company that as of the date hereof and as of the Closing Date as follows: (i) Subscriber If the Purchaser is a corporation, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and if the Purchaser is a partnership or other organization, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (a) If the Purchaser is a corporation, the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action, (b) if the Purchaser is a partnership or other organization, the other governing documents to enter into this Agreement and to consummate the transactions contemplated hereby and all necessary consents and approvals required by the partnership agreement or other governing documents have been obtained, and (c) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally. (iii) The Purchaser did not receive any offer to purchase the Shares in the United States. This Agreement has not been executed by the Purchaser in the United States. (iv) The Purchaser is not a "U.S. person," as that term is defined in by Rule 902(o) of Regulation S; S (iia "U.S. Person"), promulgated under the US Federal Securities Act of 1933, as amended (the "1933 Act") the Subscriber is notand as set forth in Schedule A attached hereto, and on is not acquiring the Closing Date will not beShares, an affiliate of the Company; (iii) at the execution of this Subscription Agreementdirectly or indirectly, Subscriber was outside the United States and no offer to purchase the Securities was made in the United States; (iv) the Subscriber agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") shall not be made to U.S. persons or for the account or benefit of any U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; Person. (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby The Purchaser (a) have not been has received a copy of the Disclosure Documents (as hereinafter defined) and will not be pre-arranged by has carefully reviewed and understands the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, Disclosure Documents and this Agreement and (b) are not understands that, except as set forth in the Disclosure Documents and will not be part of a plan in this Agreement, no representations or scheme warranties have been made to the Purchaser by the Subscriber to evade Company nor by any distributor, nor by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connection with the registration provisions purchase of the Act; Shares, it is not relying upon any information concerning the Company, other than (viii) that contained in the Disclosure Documents and in this Agreement and (ii) on the results of its own independent investigations. The term "Disclosure Documents " shall mean (a) the Subscriber shall take all reasonable steps Company's latest Annual Report to ensure its compliance with Regulation S Shareholders on Form 10-K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and shall promptly send to each purchaser Form 8-K thereafter, and (xc) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution copies of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhereCompany's significant press releases issued after said Annual Report.

Offshore Transaction. The Subscriber represents and warrants to the --------------------- Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Securities (the "Investors") is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation SS (a copy of which definition is attached as Exhibit D), --------- and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts; (ii) the Securities were not offered to the Subscriber is notor to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Securities hereunder, the Subscriber and on each such Investor was physically outside the Closing Date will not be, an affiliate of the CompanyUnited States; (iii) at the execution of this Subscription Agreement, Subscriber was outside the United States and no offer to purchase is purchasing the Securities was made for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing closing of the Securities offered and ending forty forty-five (4045) days thereafter (the"Restricted the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (v) Subscriber and is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber respect to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewherethis transaction.

Offshore Transaction. Subscriber represents and warrants to the Company that (ia) Subscriber Such Purchaser is not a "U.S. person" as that term is defined in Rule 902(o) person and Rules 901 through 903 of Regulation S; S govern this transaction. (iib) At the Subscriber is not, time such Purchaser executed and on the Closing Date will not be, an affiliate of the Company; (iii) at the execution of delivered this Subscription Agreement, Subscriber such Purchaser was outside the United States and no offer to purchase is outside of the Securities was made United States as of the date of the execution and delivery of this Agreement. (c) Each distributor participating in the United States; (iv) offering of the Subscriber agrees Units, if any, has agreed in writing that all offers and sales of the Securities Units and the Shares and Warrants underlying the Units prior to the expiration of a period commencing on the date of the Closing and ending forty one year thereafter, unless adjusted as hereinafter provided (40) days thereafter (the"Restricted the "Restricted Period"), shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Units under the Securities Act or pursuant to an exemption from registration under the Securities Act. (d) All offers and sales of the Units and the Shares and Warrants underlying the Units by such Purchaser prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration under the Securities Act or pursuant to an exemption from registration under the Securities Act, and all offers and sales after the Restricted Period shall be made only pursuant to such a registration or to such exemption from registration. (e) Such Purchaser acknowledges and agrees that all agreements, certificates, documents and instruments received by such Purchaser shall include statements to the effect that the Units and the Shares and Warrants underlying the Units have not been registered under the Securities Act and may not be made offered or sold in the United States or to U.S. persons or for the account or benefit of a U.S. persons and shall otherwise be made person (other than distributors as defined in compliance with the provisions of Regulation S; ) during the Restricted Period unless the Units and the Shares and Warrants underlying the Units are registered under the Securities Act or an exemption from the registration requirements is available. (vf) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and Such Purchaser will not be pre-arranged engage in any hedging transactions as precluded by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of under the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhereAct.

Offshore Transaction. Subscriber In connection with the subscription evidenced hereby, the Purchaser further represents and warrants to the Company as follows: a. that (i) Subscriber it is not a "U.S. personPerson" as that term is defined in Rule 902(o) 902 of Securities and Exchange Commission Regulation S; (ii) the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company; (iii) ; b. that at the execution of this Subscription Agreementtime the buy order was originated, Subscriber it was outside the United States and is outside the United States as of the date of the execution and delivery of this subscription agreement; c. that all offering documents received by it include a statement to the effect that the shares of Common Stock have not been registered under the Act and may not be offered or sold in the United States or to U.S. persons unless the shares of Common Stock are registered under the Act, or an exemption from the registration requirements of the Act is available; d. that it is acquiring the Common Stock for investment purposes only, has no offer agreement, arrangement or understanding with any person to purchase participate in the Securities was made subsequent distribution of the Common Stock and is not acquiring the Common Stock on behalf of any U.S. Person, or in connection with a transaction or series of transactions that contemplates the re-sale of such securities to a purchaser in the United States; (iv) the Subscriber agrees ; e. that all subsequent offers and sales of the Securities prior to Common Stock by the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") Purchaser shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise only be made in compliance with the safe harbor provisions of Securities and Exchange Commission Regulation S; (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber pursuant to evade the an effective registration provisions of statement under the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in an exemption from registration, if such an exemption is available; f. neither the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of undersigned nor any of the Securitiesits affiliates, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons nor any person acting on their his behalf have conducted and shall not conduct has engaged or will engage in any "directed selling efforts" as that such term is defined in Rule 902(b) 902 of Securities and Exchange Commission Regulation S, nor has ; g. that it understands that the Subscriber, Company will issue stop transfer instructions to its affiliates or persons acting on their behalf have conducted any general solicitation relating transfer agent with respect to the offer Common Stock and sale of any of intends to place the Securities in the United States following restrictive legend, or elsewherea legend similar thereto, on each certificate representing such securities: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A TRANSACTION EFFECTED IN RELIANCE UPON AN EXEMPTION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND HAVE NOT BEEN THE SUBJECT TO A REGISTRATION STATEMENT UNDER THE ACT OR ANY STATE SECURITIES ACT. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR APPLICABLE EXEMPTION THEREFROM UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES ACT.

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is Buyer understands and acknowledges that (A) the Units have not a "U.S. person" as been registered under the Securities Act, are being sold in reliance upon an exemption from registration afforded by Regulation S; and that term is defined in Rule 902(osuch Units have not been registered with any state securities commission or authority; (B) pursuant to the requirements of Regulation S; (ii) , the Subscriber is not, and on the Closing Date will not be, an affiliate of the Company; (iii) at the execution of this Subscription Agreement, Subscriber was outside the United States and no offer to purchase the Securities was made in the United States; (iv) the Subscriber agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") shall Units may not be made to U.S. persons transferred, sold or for the account or benefit of U.S. persons and shall otherwise be made exchanged unless in compliance with the provisions of Regulation SS and/or pursuant to registration under the Securities Act, or pursuant to an available exemption hereunder; and (C) the Company is under no obligation to register the Units under the Securities Act or any state securities law, or to take any action to make any exemption from any such registration provisions available. (ii) As of the date of execution and delivery of this Agreement the Buyer is not (and at the time the offer to buy the Units was made to the Company the Buyer was not) a “U.S. Person” (as defined in Exhibit A). Neither Buyer nor anyone acting on Buyer’s behalf has prearranged the resale of any of the Units with a U.S. Person or other purchaser in the United States. (iii) Buyer is not a “Distributor” (as defined in Exhibit A) and is not receiving the Units with the intent of distributing the Units on behalf of the Company or any Distributor or any of their affiliates. The Buyer is receiving the Units for its own account (and/or for the account of other non-U.S. Persons who are outside of the United States) and not for the account or benefit of any U.S. Person and no other person has any interest in or participation in the Units or any right, option, security interest, pledge or other interest in or to the Units. Neither Buyer nor any affiliate or any person acting on Buyer's behalf, has made or is aware of any Directed Transfering Efforts in the United States. (iv) Buyer acknowledges and agrees that the certificates representing the Shares will bear a legend substantially as follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF SOS LIMITED (THE “COMPANY”) THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE Securities Act AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE Securities Act AND IN COMPLIANCE WITH ANY APPLICABLE LOCAL SECURITIES LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE Securities Act PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (E) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE Securities Act AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT, IN THE CASE OF (C), (D) OR (E), THE HOLDER HAS DELIVERED TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY AND THE REGISTRAR AND TRANSFER AGENT TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES ARE PROHIBITED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT” (v) Subscriber Neither the Buyer nor any entity controlled by the Buyer has a short position in the Ordinary Shares nor will have a short position in the Ordinary Shares at any time prior to the expiration of the “Distribution Compliance Period” (as defined in Exhibit A). (vi) The Issue of the Shares by the Buyer is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which transaction that is a U.S. Person, and (b) are not and will not be part of a any plan or scheme by the Subscriber to evade the registration provisions of the Securities Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber The Purchaser is not a "U.S. Person within the meaning of Regulation S or the Purchaser was not formed for the purpose of investing in securities which have not been registered under the Securities Act for the benefit of a U.S. person" as that term is defined in Rule 902(o) of Regulation S; ; (ii) At the Subscriber is nottime the buy order was originated, and on the Closing Date will not be, an affiliate of the Company; (iii) at the execution of this Subscription Agreement, Subscriber Purchaser was outside the United States and States; (iii) To the Purchaser’s knowledge, no offer to sell or purchase the Securities was made in the United States; ; (iv) The Purchaser is purchasing the Subscriber Securities for its own account and for investment purposes and not with the view towards distribution or for the account of a U.S. Person; (v) The Purchaser agrees that all it will not hedge the Securities except in compliance with the Securities Act; (vi) All subsequent offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber and/or pursuant to evade the registration provisions of the Securities under the Securities Act or pursuant to an exemption from registration under the Securities Act; ; (vii) The Purchaser agrees that it will not, during the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts Restricted Period set forth under Rule 903(b)(iii)(A), act as a distributor, underwritereither directly or through any affiliate, dealer nor shall it sell, transfer, hypothecate or otherwise convey the Securities other person participating pursuant than to a contractual arrangement non-U.S. Person except in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and compliance with applicable securities laws; (viii) none The Purchaser acknowledges that the Common Stock purchased (including shares of Common Stock issuable upon the exercise of the SubscriberWarrant) will bear a legend in substantially the following form: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(bTHE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) of Regulation AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, nor has the SubscriberPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhereOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.

Offshore Transaction. The Subscriber represents and warrants to the --------------------- Company that (i) neither the Subscriber nor any investors on whose behalf the Subscriber may purchase and hold Shares (the "Investors") is not a "U.S. person" as that term is defined in Rule 902(o902(k) of Regulation SS (a copy of which definition is attached as Exhibit A), and neither the Subscriber nor any Investor is an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S. persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such entity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts; (ii) the Shares were not offered to the Subscriber is notor to any Investor in the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Shares hereunder, the Subscriber and on each such Investor was physically outside the Closing Date will not be, an affiliate of the CompanyUnited States; (iii) at the execution of this Subscription Agreement, Subscriber was outside the United States and no offer to purchase is purchasing the Securities was made for its own account and not on behalf of or for the benefit of any "U.S. person" and the sale and resale of the Securities have not been prearranged with any buyer in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty one (401) days thereafter year later (the"Restricted the "Distribution Compliance Period") shall not be made to "U.S. persons persons" or for the account or benefit of "U.S. persons persons" and shall otherwise be made in compliance with the provisions of Regulation S; S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (v) Subscriber and is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber respect to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewherethis transaction.

Offshore Transaction. Subscriber Buyer represents and warrants to the Company that Seller as follows: (i) Subscriber Buyer is not a "U.S. person" as that term organized under the laws of the United States and was not formed for the purpose of investing in Regulation S securities and is defined in Rule 902(o) of Regulation S; not registered under the Securities Act; (ii) At the Subscriber is nottime the buy order was originated, and on the Closing Date will not be, an affiliate of the Company; (iii) at the execution of this Subscription Agreement, Subscriber Buyer was outside the United States and no States; (iii) No offer to purchase the Securities Shares or the Warrants was made in the United States; ; (iv) Buyer is purchasing the Subscriber agrees that all Shares and the Warrants for its own account and for investment purposes and not with a view towards distribution; (v) All subsequent offers and sales of the Securities prior to Shares and the expiration of a period commencing on Warrants delivered at the Closing and ending forty (40) days thereafter (the"Restricted Period") shall not be made Date in the United States or to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with Regulation S pursuant to registration of securities under the provisions Securities Act of Regulation S; 1933 or pursuant to an exemption from registration. In any case, the Common Stock and Warrants delivered at the Closing Date and the Common Stock issuable upon the exercise of the Warrants shall not be resold to U.S. persons or within the United States during a prohibited period of one hundred eighty (v180) Subscriber is not a distributor or dealer; days commencing on the date of Closing of the purchase of the Shares; (vi) Buyer understands that the Shares and the Warrants are being offered and sold to it in reliance of specific exemptions from the registration requirements of Federal and State securities laws and that the Seller is relying upon the truth and accuracy of the representations, warranties, agreements acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such exemptions and the suitability of Buyer to acquire the Shares and the Warrants; (vii) The Buyer understands that no federal or state agency has passed on or made any recommendation or endorsement of the Common Stock or the Warrants; and (viii) The transactions contemplated hereby (a) by this Agreement have not been and will not be pre-arranged by the Subscriber with a purchaser Buyer located in the United States or a purchaser which who is a U.S. Person, Person and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; . 187 (viiix) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution Upon exercise of the Securities or receiving Warrant, Buyer will certify in writing that it is not a selling concession, fee or other remuneration in respect U.S. person and the Warrant is not being exercised on behalf of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhereU.S. person.

Offshore Transaction. The Subscriber represents and warrants to the Company that as follows: (i) The Subscriber is not a "U.S. person" as that person (whenever such term is defined used herein, it shall have the meaning given in Rule 902(o902(k) of Regulation S; ). (ii) At the time the Subscriber is not, executed and on the Closing Date will not be, an affiliate of the Company; (iii) at the execution of delivered this Subscription Agreement, the Subscriber was outside the United States at the address set forth immediately below. Subscriber is a limited partnership (▇▇▇▇▇-up-too-▇▇-▇▇-hap) organized under the laws of the Republic of Korea and no offer to has its principal place of business at 18th Fl., 63 ▇▇▇▇. ▇▇ ▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇-▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇. (iii) The Subscriber is acquiring the Preferred Shares for its own account and not on behalf of any U.S. person, and the sale and purchase of the Securities was made Preferred Shares and/or the Common Stock issuable upon the conversion of the Preferred Shares have not been pre-arranged with a purchaser in the United States; . (iv) The Subscriber acknowledges that the purchase of the Preferred Shares involves a high degree of risk and affirms that it can bear the economic risk of acquiring the Preferred Shares, including the total loss of its investment. (v) The Subscriber understands that the Preferred Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and undertakings of Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of Subscriber to acquire the Preferred Shares. (vi) The Subscriber is sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments and to make an informed decision relating thereto. (vii) In evaluating its investment, the Subscriber agrees that all offers has consulted its own investment and/or legal and/or tax advisors and sales has not relied on the Company or its agents or representatives. (viii) The Subscriber is acquiring the Preferred Shares for investment purposes and has no present intention to sell the Preferred Shares or the Common Stock issuable upon the conversion of the Securities prior Preferred Shares in the United States or to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") shall not be made to U.S. persons person or for the account or benefit of a U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; person. (vix) The Subscriber is not a distributor an underwriter of, or dealer; (vi) dealer in, the transactions contemplated hereby (a) have not been and will not be pre-arranged by Preferred Shares or the Subscriber with a purchaser located in Common Stock issuable upon the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions conversion of the ActPreferred Shares; (vii) the and Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributoris not participating, underwriter, dealer or other person participating pursuant to a contractual arrangement agreement, in the distribution of the Securities Preferred Shares or receiving a selling concession, fee or other remuneration in respect of any the Common Stock issuable upon the conversion of the SecuritiesPreferred Shares. (x) The Subscriber acknowledges that the Preferred Shares are being purchased directly from the Company. The Subscriber will not engage in any hedging transactions that are prohibited under Regulation S under the 1933 Act. (xi) The Subscriber acknowledges that the Preferred Shares cannot be converted into shares of Common Stock during the six month period after the Closing. (xii) The Subscriber understands and agrees that the Company shall insert the following or similar legend on the Preferred Shares and on the face of the certificates evidencing the shares of Common Stock issuable upon the conversion of the Preferred Shares in compliance with the 1933 Act or applicable United States state securities laws: (xiii) The foregoing representations and warranties set forth in subsections (i) through (xii) of this Section 2. A, inclusive, are true and accurate as of the date hereof, shall be true and accurate as of the Closing Date and shall survive thereafter without being merged with or (y) who purchases into the closing under this Subscription Agreement. If the Subscriber has knowledge, prior to the expiration acceptance of the Restricted Periodthis Subscription Agreement that any such representations, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers warranties and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; covenants shall not be true and (viii) none of accurate in any respect, the Subscriber, its affiliates prior to such acceptance, will give written notice of such fact specifying which representations, warranties or persons acting on their behalf have conducted warranties are not true and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has accurate and the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewherereasons therefor.

Offshore Transaction. Subscriber Buyer represents and warrants to the Company that Issuer as follows: (i) Subscriber Buyer does not have any of its securities registered under the Securities Exchange Act of 1934 (the "Exchange Act") and is not a "U.S. person" Person and is not owned by U.S. Persons as that term is defined in Rule 902(o) of Regulation S; S and herein; (ii) At the Subscriber is nottime the buy order to purchase the Debentures and Warrants was originated, and on the Closing Date will not be, an affiliate of the Company; (iii) at the execution of this Subscription Agreement, Subscriber Buyer was outside the United States and no States; 2 (iii) No offer to purchase the Securities Debentures and Warrants was made in the United States; States nor were any "directed selling efforts" as defined in Rule 902 of Regulation S made in the United States by Buyer or any of its affiliates; (iv) Buyer is purchasing the Subscriber agrees that all Debentures and Warrants for Buyer's own account and for investment purposes and not with the view towards distribution. Buyer does not have any contract, understanding or arrangement with any person to sell, transfer or grant participation to such person or any third person with respect to the Debentures and Warrants; (v) All subsequent offers and sales of the Securities prior Debentures and Warrants shall be made in compliance with Regulation S, pursuant to registration of the expiration Debentures and Warrants under the 1933 Act or pursuant to an exemption from such registration; (vi) Buyer understands that the Debentures and Warrants are being offered and sold to Buyer in reliance on Regulation S safe harbor from the registration requirements of a period commencing on the Closing 1933 Act and ending forty that the Issuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such safe harbor and the suitability of buyer to acquire the Debentures and Warrants; (40vii) days thereafter Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 3b hereof; (the"Restricted viii) Buyer agrees that from the date hereof until the forty-first (41st) day after the purchase of the Debentures and Warrants offered pursuant to Regulation S (the "Restrictive Period"), that the Buyer, or any successor, or any Professional (as defined in Section 2a(x) shall hereof) (except for sales of any Debentures and Warrants registered under the 1933 Act or otherwise exempt from such registration) (a) will not be made sell the Debentures or the Warrants to a U.S. persons Person or for the account or benefit of a U.S. persons and shall otherwise Person or anyone believed to be made in compliance with the provisions of Regulation S; (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan engage in any efforts to sell the Debentures or scheme by Warrants in the Subscriber to evade the registration provisions of the Act; United States, (viic) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly will send to each purchaser (x) who acts a Professional acting as a distributor, underwriter, dealer agent or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Periodprincipal, a confirmation or other notice to the purchaser stating that the purchaser Professional is subject to the same restrictions on offers transfer to U.S. Persons or for the account of U.S. Persons during the Restrictive Period as provided herein and sales (d) has complied with the "Offering Restrictions" as defined in Section 902(h)(1). Issuer will not honor or register and will not be obligated to honor or register any transfer in violation of these provisions; to assure full compliance with the Subscriber restrictions placed on the resale of securities offered pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating Issuer shall staple an attachment to the offer certificates evidencing the Debentures and sale of any Warrants, which shall bear the restrictive legend attached hereto as Exhibit "A. " The Debentures and Warrants and the Common Stock to be issued upon the conversion of the Securities Debentures and upon the exercise of the Warrants, shall not make reference to the restrictive legend attached thereto, and shall be freely transferable on the books and records of Issuer and it's Transfer Agent. (ix) For purposes hereof, in general, a "U.S. Person" means any natural person, resident of the United States; any partnership or corporation organized or incorporated under the laws of the United States or elsewhere.any state or territory thereof; any estate of which any executor or administrator is a U.S. Person; any trust of which any trustee is a U.S. Person; any agency or branch of a foreign entity located in the United States; any nondiscretionary account or similar account, other than an estate or trust, held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account 3 or similar account, other than an estate or trust, held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; and any partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities and not registered under the 1933 Act unless it is organized and incorporated and owned by "accredited investors," as defined under Rule 501(a) under the 1933 Act, who are not natural persons, estates or trusts. "U.S. Person" is further defined in Rule 902(o) under the 1933 Act;

Offshore Transaction. Subscriber Purchaser hereby represents and warrants to Seller as of the Company that date hereof and as of the Closing Date as follows: (i) Subscriber If the Purchaser is a corporation, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and if the Purchaser is a partnership or other organization, it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. (a) If the Purchaser is a corporation, the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, (b) if the Purchaser is a partnership or other organization, the other governing documents to enter into this Agreement and to consummate the transactions contemplated hereby and all necessary consents and approvals required by the partnership agreement or other governing documents have been obtained, and (c) this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally. (iii) The Purchaser did not receive any offer to purchase the Shares in the United States. This Agreement has not been executed by the Purchaser in the United States. (iv) The Purchaser is not a "U.S. person," as that term is defined in by Rule 902(o) of Regulation S; S (iia "U.S. Person"), promulgated under the Securities Act of 1933, as amended (the "1933 Act") the Subscriber is notand as set forth in Schedule A attached hereto, and on is not acquiring the Closing Date will not beShares, an affiliate of the Company; (iii) at the execution of this Subscription Agreementdirectly or indirectly, Subscriber was outside the United States and no offer to purchase the Securities was made in the United States; (iv) the Subscriber agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") shall not be made to U.S. persons or for the account or benefit of any U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; Person. (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby The Purchaser (a) have not been has received a copy of the Disclosure Documents (as hereinafter defined) and will not be pre-arranged by has carefully reviewed and understands the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, Disclosure Documents and this Agreement and (b) are not understands that, except as set forth in the Disclosure Documents and will not be part of a plan in this Agreement, no representations or scheme warranties have been made to the Purchaser by the Subscriber to evade Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connection with the registration provisions purchase of the Act; Shares, it is not relying upon any information concerning the Company, other than (viii) that contained in the Disclosure Documents and in this Agreement and (ii) on the results of its own independent investigations. The term "Disclosure Documents" shall mean (a) the Subscriber shall take all reasonable steps Company's latest Annual Report to ensure its compliance with Regulation S Shareholders on Form 10-K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and shall promptly send to each purchaser Form 8-K thereafter, and (xc) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution copies of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhereCompany's significant press releases issued after said Annual Report.

Offshore Transaction. Subscriber AQUATICA represents and warrants to the Company that ISA as follows: (i) Subscriber AQUATICA is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S; (ii) the Subscriber AQUATICA is not, and on the Closing Date date will not be, an affiliate of the CompanyISA; (iii) at the execution of this Subscription Agreement, Subscriber as well as the time this transaction is or was due, AQUATICA was outside the United States States, and no offer to purchase the Securities Shares was made in the United States; (iv) the Subscriber AQUATICA agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation Sfederal securities laws; (v) Subscriber AQUATICA is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be made on behalf of any U.S. person or pre-arranged by the Subscriber AQUATICA with a purchaser located in the United States or a purchaser which is a U.S. Personperson, and (b) such transactions are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) vii)all offering documents received by AQUATICA include statements to the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in effect that the distribution of Shares have not been registered under the Securities Act of 1933 and may not be offered or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities sold in the United States or elsewhereto U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by ISA of AQUATICA’s purchase, and shall survive thereafter. If AQUATICA has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by ISA, that any such representations and warranties shall not be true and accurate in any respect, AQUATICA prior to such acceptance, will give written notice of such fact to ISA specifying which representations and warranties are not true and accurate and the reasons therefore. AQUATICA agrees to fully indemnify, defend and hold harmless ISA, its officers, directors, employees, agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of AQUATICA’s representations, warranties and agreements contained herein.

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S; (ii) the Subscriber PURCHASER is not, and on the Closing Date date will not be, an affiliate of the CompanyISSUER; (iii) at the execution of this Subscription Agreement, Subscriber as well as the time this transaction is or was due, PURCHASER was outside the United States States, and no offer to purchase the Securities Shares was made in the United States; (iv) the Subscriber PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation Sfederal securities laws; (v) Subscriber PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be made on behalf of any U.S. person or pre-arranged by the Subscriber PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. Personperson, and (b) such transactions are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) vii)all offering documents received by PURCHASER include statements to the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in effect that the distribution of Shares have not been registered under the Securities Act of 1933 and may not be offered or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities sold in the United States or elsewhereto U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER’s purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER's representations, warranties and agreements contained herein.

Offshore Transaction. Subscriber Buyer represents and warrants to the Company that Issuer as follows: (i) Subscriber Buyer does not have any of its securities registered under the Securities Exchange Act of 1934 (the "Exchange Act") and is not a "U.S. person" Person and is not owned by U.S. Persons as that term is defined in Rule 902(o) of Regulation S; S and herein; (ii) At the Subscriber is nottime the buy order to purchase the Debentures and Warrants was originated, and on the Closing Date will not be, an affiliate of the Company; (iii) at the execution of this Subscription Agreement, Subscriber Buyer was outside the United States and no States; 2 (iii) No offer to purchase the Securities Debentures and Warrants was made in the United States; States nor were any "directed selling efforts" as defined in Rule 902 of Regulation S made in the United States by Buyer or any of its affiliates; (iv) Buyer is purchasing the Subscriber agrees that all Debentures and Warrants for Buyer's own account and for investment purposes and not with the view towards distribution. Buyer does not have any contract, understanding or arrangement with any person to sell, transfer or grant participation to such person or any third person with respect to the Debentures and Warrants; (v) All subsequent offers and sales of the Securities prior Debentures and Warrants shall be made in compliance with Regulation S, pursuant to registration of the expiration Debentures and Warrants under the 1933 Act or pursuant to an exemption from such registration; (vi) Buyer understands that the Debentures and Warrants are being offered and sold to Buyer in reliance on Regulation S safe harbor from the registration requirements of a period commencing on the Closing 1933 Act and ending forty that the Issuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such safe harbor and the suitability of buyer to acquire the Debentures and Warrants; (40vii) days thereafter Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 3b hereof; (the"Restricted viii) Buyer agrees that from the date hereof until the forty-first (41st) day after the purchase of the Debentures and Warrants offered pursuant to Regulation S (the "Restrictive Period"), that the Buyer, or any successor, or any Professional (as defined in Section 2a(x) shall hereof) (except for sales of any Debentures and Warrants registered under the 1933 Act or otherwise exempt from such registration) (a) will not be made sell the Debentures or the Warrants to a U.S. persons Person or for the account or benefit of a U.S. persons and shall otherwise Person or anyone believed to be made in compliance with the provisions of Regulation S; (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan engage in any efforts to sell the Debentures or scheme by Warrants in the Subscriber to evade the registration provisions of the Act; United States, (viic) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly will send to each purchaser (x) who acts a Professional acting as a distributor, underwriter, dealer agent or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Periodprincipal, a confirmation or other notice to the purchaser stating that the purchaser Professional is subject to the same restrictions on offers transfer to U.S. Persons or for the account of U.S. Persons during the Restrictive Period as provided herein and sales (d) has complied with the "Offering Restrictions" as defined in Section 902(h)(1). Issuer will not honor or register and will not be obligated to honor or register any transfer in violation of these provisions; to assure full compliance with the Subscriber restrictions placed on the resale of securities offered pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating Issuer shall staple an attachment to the offer certificates evidencing the Debentures and sale of any Warrants, which shall bear the restrictive legend attached hereto as Exhibit "A. " The Debentures and Warrants and the Common Stock to be issued upon the conversion of the Securities Debentures and upon the exercise of the Warrants, shall not make reference to the restrictive legend attached thereto, and shall be freely transferable on the books and records of Issuer and it's Transfer Agent. (ix) For purposes hereof, in general, a "U.S. Person" means any natural person, resident of the United States; any partnership or corporation organized or incorporated under the laws of the United States or elsewhere.any state or territory thereof; any estate of which any executor or administrator is a U.S. Person; any trust of which any trustee is a U.S. Person; any agency or branch of a foreign entity located in the United States; any nondiscretionary account 3 or similar account, other than an estate or trust, held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account or similar account, other than an estate or trust, held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; and any partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities and not registered under the 1933 Act unless it is organized and incorporated and owned by "accredited investors," as defined under Rule 501(a) under the 1933 Act, who are not natural persons, estates or trusts. "U.S. Person" is further defined in Rule 902(o) under the 1933 Act;

Offshore Transaction. Subscriber PURCHASER represents and warrants to the Company that SELLER as follows: (i) Subscriber PURCHASER is not a "“U.S. person" ” as that term is defined in Rule 902(o) 902 of Regulation S; (ii) the Subscriber PURCHASER is not, and on the Closing Date date will not be, an affiliate of the CompanyISSUER; (iii) at the execution of this Subscription Agreement, Subscriber as well as the time this transaction is or was due, PURCHASER was outside the United States States, and no offer to purchase the Securities Shares was made in the United States; (iv) the Subscriber PURCHASER agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") Shares shall not be made to U.S. persons unless the Shares are registered or for the account or benefit of a valid exemption from registration can be relied on under applicable U.S. persons state and shall otherwise be made in compliance with the provisions of Regulation Sfederal securities laws; (v) Subscriber PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be made on behalf of any U.S. person or pre-arranged by the Subscriber PURCHASER with a purchaser located in the United States or a purchaser which is a U.S. Personperson, and (b) such transactions are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) vii)all offering documents received by PURCHASER include statements to the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in effect that the distribution of Shares have not been registered under the Securities Act of 1933 and may not be offered or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities sold in the United States or elsewhereto U.S. Persons (other than distributors as defined in Regulation S) during the Restricted Period unless the Shares are registered under the Securities Act of 1933 or an exemption from registration is available. The foregoing representations and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the acceptance by SELLER of PURCHASER's purchase, and shall survive thereafter. If PURCHASER has knowledge, prior to the acceptance of this Offshore Stock Purchase Agreement by SELLER, that any such representations and warranties shall not be true and accurate in any respect, PURCHASER prior to such acceptance, will give written notice of such fact to SELLER specifying which representations and warranties are not true and accurate and the reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any and all losses, claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of PURCHASER's representations, warranties and agreements contained herein.

Offshore Transaction. Subscriber Buyer represents and warrants to the Company that as follows: (i) Subscriber Buyer is not a "U.S. Person or and buyer was not formed for the purpose of investing in securities which have not been registered under the 1933 Act in reliance upon Regulation S by or for the benefit of a U.S. person" as that term is defined in Rule 902(o) of Regulation S; ; (ii) At the Subscriber is nottime the buy order was originated, and on the Closing Date will not be, an affiliate of the Company; (iii) at the execution of this Subscription Agreement, Subscriber Buyer was outside the United States and no States; (iii) No offer to sell or purchase the Securities Shares was made in the United States; ; (iv) Buyer has not engaged in nor will engage in any “Directed Selling Efforts,” i.e., any activity undertaken for the Subscriber agrees purpose of, or that all could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares being purchased by the Buyer. (v) Buyer is purchasing the Shares for its own account and for investment purposes and not with the view towards distribution or for the account of a U.S. Person; (vi) All subsequent offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") shares shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with Regulation S and/or pursuant to registration of the Shares under the 1933 Act or pursuant to an exemption from registration under the 1933 Act, including but not limited to, compliance with the applicable provisions under the Act. In any case, the Shares will not be resold to U.S. Persons or within the United States until after the end of a one year restricted period commencing on the date of Closing of the purchase of the Shares and otherwise in compliance with Rule 904 of Regulation S; ; (vvii) Subscriber Buyer understands that the shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of Federal and States securities laws and that the Seller is relying upon the truth and accuracy of the representations, warranties, agreement herein in order to determine the applicability of such exemptions and the suitability of Buyer to acquire the Shares. (viii) Buyer acknowledges that, in making the decision to purchase the Shares, Buyer had relied solely upon independent investigations made by it and not upon any representations made by Company with respect to the Company or the Shares. (ix) Buyer and any person receiving a selling concession or acting as a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions dealer on behalf of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases Buyer prior to the expiration of the Restricted Period, restricted period under Regulation S will send a confirmation or other notice to the any other purchaser stating that the purchaser purchase is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating apply to the offer and sale of any of the Securities in the United States or elsewhereBuyer.

Offshore Transaction. Subscriber Buyer represents and warrants Warrant to the Company that Issuer as follows: (i) Subscriber Buyer does not have any of its securities registered under the Securities Exchange Act of 1934 (the "Exchange Act") and is not a "U.S. person" Person and is not owned by U.S. Persons as that term is defined in Rule 902(o) of Regulation S; S and herein; (ii) At the Subscriber is nottime the buy order to purchase the Stock and Warrant was originated, and on the Closing Date will not be, an affiliate of the Company; (iii) at the execution of time this Subscription AgreementAgreement was executed and delivered, Subscriber Buyer was outside the United States and no States; (iii) No offer to purchase the Securities Stock and Warrant was made in the United States; States nor were any "directed selling efforts" as defined in Rule 902 of Regulation S made in the United States by Buyer or any of its affiliates; (iv) Buyer is purchasing the Subscriber agrees that all Stock and Warrant for Buyer's own account and for investment purposes and not with the view towards distribution. Buyer does not have any contract, understanding or arrangement with any person to sell, transfer or grant participation to such person or any third person with respect to the Stock and Warrant; (v) All subsequent offers and sales of the Securities prior Stock and Warrant shall be made in compliance with Regulation S, pursuant to registration of the expiration Stock and Warrant under the 1933 Act or pursuant to an exemption from such registration; (vi) Buyer understands that the Stock and Warrant are being offered and sold to Buyer in reliance on Regulation S safe harbor from the registration requirements of a period commencing on the Closing 1933 Act and ending forty that the Issuer is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of Buyer set forth herein in order to determine the applicability of such safe harbor and the suitability of buyer to acquire the Stock and Warrant; (40vii) days thereafter Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 4 hereof; (the"Restricted viii) Buyer agrees that from the date hereof until the forty-first (41st) day after the purchase of the Stock and Warrant offered pursuant to Regulation S (the "Restrictive Period"), that the Buyer, or any successor, or any Professional (as defined in Section 3a(x) shall hereof) (except for sales of any Stock and Warrant registered under the 1933 Act or otherwise exempt from such registration) (a) will not be made sell the Stock or the Warrant to a U.S. persons Person or for the account or benefit of a U.S. persons and shall otherwise Person or anyone believed to be made in compliance with the provisions of Regulation S; (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan engage in any efforts to sell the Stock or scheme by Warrant in the Subscriber to evade the registration provisions of the Act; United States, (viic) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly will send to each purchaser (x) who acts a Professional acting as a distributor, underwriter, dealer agent or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Periodprincipal, a confirmation or other notice to the purchaser stating that the purchaser Professional is subject to the same restrictions on offers transfer to U.S. Persons or for the account of U.S. Persons during the Restrictive Period as provided herein , (d) has complied with the "Offering Restrictions" as defined in Section 902(h)(1), and sales as (e) on and after the Subscriber forty-first (41st) days after the purchase of the Stock and Warrants will offer and sell the Stock and Warrants in compliance with the safe harbor provisions contained in Regulation S or pursuant to Section 903(c)(2)(iv) any exemption from registration under the 1933 Act. Issuer will not honor or register and will not be obligated to honor or register any transfer in violation of Regulation Sthese provisions; and (viii) none to assure full compliance with the restrictions placed on the resale of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of securities offered pursuant to Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating Issuer shall staple an attachment to the offer certificates evidencing the Stock and sale Warrant, which shall bear the restrictive legend attached hereto as Exhibit "A", and provided the Issuer with a representation certificate certifying compliance with Regulation S. The Stock and Warrant and the Common Stock to be issued upon the exercise of the Warrant, shall not make reference to the restrictive legend attached thereto, and shall be freely transferable on the books and records of the Issuer and its Transfer Agent, subject to the restrictions set forth in this Agreement and in such Warrant. Issuer will not honor or register, any transfer or exercise in violation of any provision of the Securities Act. (ix) For purposes hereof, in general, a "U.S. Person" means any natural person, resident of the United States; any partnership or corporation organized or incorporated under the laws of the United States or elsewhere.any state or territory thereof; any estate of which any executor or administrator is a U.S. Person; any trust of which any trustee is a U.S. Person; any agency or branch of a foreign entity located in the United States; any nondiscretionary account or similar account, other than an estate or trust, held by a dealer or other fiduciary for the benefit or account of a U.S. Person; any discretionary account or similar account, other than an estate or trust, held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States; and any partnership or corporation if organized or incorporated under the laws of any foreign jurisdiction and formed by a U.S. Person principally for the purpose of investing in securities and not registered under the 1933 Act unless it is organized and incorporated and owned by "accredited investors," as defined under Rule 501(a) under the 1933 Act, who are not natural persons, estates or trusts. "U.S. --- Person" is further defined in Rule 902(o) under the 1933 Act;