Common use of Offshore Transaction Clause in Contracts

Offshore Transaction. Purchaser hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: (i) 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 defined by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated under the Securities Act of 1933, as amended (the "1933 Act") and as set forth in Schedule A attached hereto, and is not acquiring the Shares, directly or indirectly, for the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual Reports.

Offshore Transaction. Purchaser hereby The Subscriber represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: Company that (i) If neither the Purchaser is a corporation, it is duly organized, validly existing and in good standing under the laws Subscriber nor any of the jurisdiction of its incorporation, investors on whose behalf the Subscriber may purchase and if hold Preferred Stock or Shares (the Purchaser "Investors") 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 by in Rule 902(o) of Regulation S (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. Personpersons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), promulgated under 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; (iii) the Subscriber is purchasing the Securities Act for its own account and not on behalf of 1933or 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, as amended 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 "1933 ActRestricted Period") and as set forth in Schedule A attached hereto, and is shall not acquiring the Shares, directly be made to U.S. persons or indirectly, for the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) persons and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth shall otherwise be made in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections compliance with the purchase provisions of the Shares, it Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not relying upon any information concerning the Company, other than (ian affiliate of a distributor or dealer) that contained in the Disclosure documents and in with respect to this Agreement and (ii) on the results of its own independent investigations. The term "Disclosure Documents" shall mean (a) the company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual Reportstransaction.

Offshore Transaction. Purchaser hereby Subscriber represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: Company that (i) 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 Subscriber is not a "U.S. person," as that term is defined by in Rule 902(o) of Regulation S S; (a "U.S. Person")ii) the Subscriber is not, promulgated under 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 Act was made in the United States; (iv) the Subscriber agrees that all offers and sales of 1933, as amended the Securities prior to the expiration of a period commencing on the Closing and ending forty (the "1933 Act40) days thereafter (the"Restricted Period") and as set forth in Schedule A attached hereto, and is shall not acquiring the Shares, directly be made to U.S. persons or indirectly, for the account or benefit of any U.S. Person. persons and shall otherwise be made in compliance with the provisions of Regulation S; (v) The Purchaser Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) has received have not been and will not be pre-arranged by the Subscriber with a copy of purchaser located in the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement United States or a purchaser which is a U.S. Person, and (b) understand thatare 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, except as set forth underwriter, dealer or other person participating pursuant to a contractual arrangement in the Disclosure Documents and distribution of the Securities or receiving a selling concession, fee or other remuneration in this Agreementrespect of any of the Securities, no representations or warranties have been made (y) who purchases prior to the Purchaser by expiration of the Company Restricted Period, a confirmation or by 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 distributor"directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or by persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) that contained Securities 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual ReportsUnited States or elsewhere.

Offshore Transaction. Purchaser hereby PURCHASER represents and warrants to Seller as of the date hereof and as of the Closing Date SELLER as follows: : (i) If the Purchaser PURCHASER is not a corporation, it “U.S. person” as that term is duly organized, validly existing and defined in good standing under the laws Rule 902 of the jurisdiction of its incorporationRegulation S; (ii) PURCHASER is not, and if on the Purchaser is a partnership or other organizationClosing date will not be, it is duly organized, validly existing and in good standing under the laws an affiliate 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. ISSUER; (iii) The Purchaser did not receive any at the execution of this Agreement, as well as the time this transaction is or was due, PURCHASER was outside the United States, and no offer to purchase the Shares was made in the United States. This Agreement has ; (iv) PURCHASER agrees that offers and sales of the Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby have not been executed and will not be made on behalf of any U.S. person or pre-arranged by the Purchaser PURCHASER with a purchaser located in the United States. (iv) The Purchaser States or a purchaser which is not a "U.S. person," as defined , and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii) all offering documents received by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 19331933 and may not be offered or sold in the United States or to 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 amended (of the "1933 Act") and as set forth in Schedule A attached heretodate of the acceptance by SELLER of PURCHASER’s purchase, and is not acquiring the Sharesshall survive thereafter. If PURCHASER has knowledge, directly or indirectly, for the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made prior to the Purchaser 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 Company or by reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any distributorand all losses, or by any claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of their officersPURCHASER’s representations, directors, employees, agents or affiliates, warranties and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) that agreements 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual Reportsherein.

Offshore Transaction. Purchaser hereby The Subscriber represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: --------------------- Company that (i) If neither the Purchaser Subscriber nor any investors on whose behalf the Subscriber may purchase and hold Shares (the "Investors") 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 by in Rule 902(o902(k) of Regulation S (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. Personpersons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), promulgated under 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 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 Shares hereunder, the Subscriber and each such Investor was physically outside the United States; (iii) the Subscriber is purchasing the Securities Act for its own account and not on behalf of 1933or 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, as amended 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 one (1) year later (the "1933 ActDistribution Compliance Period") and as set forth in Schedule A attached hereto, and is shall not acquiring the Shares, directly be made to "U.S. persons" or indirectly, for the account or benefit of any "U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) persons" and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth shall otherwise be made in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections compliance with the purchase provisions of the Shares, it Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not relying upon any information concerning the Company, other than (ian affiliate of a distributor or dealer) that contained in the Disclosure documents and in with respect to this Agreement and (ii) on the results of its own independent investigations. The term "Disclosure Documents" shall mean (a) the company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual Reportstransaction.

Offshore Transaction. Purchaser hereby Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date Issuer as follows: (i) If the Purchaser is a corporation, it is duly organized, validly existing and in good standing Buyer does not have any of its securities registered under the laws Securities Exchange Act of 1934 (the "Exchange Act") and is not a U.S. Person and is not owned by U.S. Persons as defined in Regulation S and herein; (ii) At the time the buy order to purchase the Debentures and Warrants was originated, Buyer was outside the United States; 2 (iii) No offer to purchase the Debentures and Warrants was made in the United 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 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 jurisdiction Debentures and Warrants shall be made in compliance with Regulation S, pursuant to registration of its incorporation, the Debentures and if the Purchaser is a partnership or other organization, it is duly organized, validly existing and in good standing Warrants under the laws 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 its jurisdiction the 1933 Act and that the Issuer is relying upon the truth and accuracy of organization.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; (vii) Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 3b hereof; (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) hereof) (except for sales of any Debentures and Warrants registered under the 1933 Act or otherwise exempt from such registration) (a) If will not sell the Purchaser is Debentures or the Warrants to 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 U.S. Person 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 defined by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated under the Securities Act of 1933, as amended (the "1933 Act") and as set forth in Schedule A attached hereto, and is not acquiring the Shares, directly or indirectly, for the account or benefit of any a U.S. Person or anyone believed to be a U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) will not engage in any efforts to sell the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafterDebentures or Warrants in the United States, and (c) copies will send to a Professional acting as agent or principal, a confirmation or other notice stating that the Professional is subject to the same restrictions on transfer to U.S. Persons or for the account of U.S. Persons during the Restrictive Period as provided herein and (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 restrictions placed on the resale of securities offered pursuant to Regulation S, the Issuer shall staple an attachment to the certificates evidencing the Debentures and 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 CompanyDebentures 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 significant press releases issued after said Annual ReportsTransfer 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 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. Purchaser hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: (i) 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 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 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 defined by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated under the Securities Act of 1933, as amended (the "1933 Act") and as set forth in Schedule A attached hereto, and is not acquiring the Shares, directly or indirectly, for the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand understands that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections connection with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) that contained in the Disclosure documents Documents and in this Agreement and (ii) on the results of its own independent investigations. The term "Disclosure Documents" shall mean (a) the companyCompany's latest Annual report Report to Shareholders on Form 10- 10-K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual ReportsReport.

Offshore Transaction. Purchaser hereby Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: (i) If the Purchaser Buyer is a corporation, it is duly organized, validly existing and in good standing not organized under the laws of the jurisdiction United States and was not formed for the purpose of its incorporation, investing in Regulation S securities and if the Purchaser is a partnership or other organization, it is duly organized, validly existing and in good standing not registered under the laws of its jurisdiction of organization.Securities Act; (aii) If At the Purchaser is a corporationtime the buy order was originated, Buyer was outside 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.United States; (iii) The Purchaser did not receive any No offer to purchase the Shares or the Warrants was made in the United States. This Agreement has not been executed by the Purchaser in the United States.; (iv) The Purchaser Buyer is purchasing the 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 Shares and the Warrants delivered at the Closing Date in the United States or to U.S. person," as defined by Rule 902(o) of persons shall be made in compliance with Regulation S (a "U.S. Person"), promulgated pursuant to registration of securities under the Securities Act of 19331933 or pursuant to an exemption from registration. In any case, as amended (the "1933 Act") Common Stock and as set forth in Schedule A attached hereto, Warrants delivered at the Closing Date and is not acquiring the Shares, directly or indirectly, for Common Stock issuable upon the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy exercise of the Disclosure Documents Warrants shall not be resold to U.S. persons or within the United States during a prohibited period of one hundred eighty (as hereinafter defined180) and has carefully reviewed and understands days commencing on the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or by any distributor, or by any date of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with 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 by this Agreement have not been pre-arranged with a Buyer located in the United States or who is a U.S. Person and are not part of a plan or scheme to evade the registration provisions of the Act. 187 (ix) Upon exercise of the Warrant, Buyer will certify in writing that it is not relying upon any information concerning a U.S. person and the Company, other than (i) that contained in the Disclosure documents and in this Agreement and (ii) Warrant is not being exercised on the results behalf of its own independent investigations. The term "Disclosure Documents" shall mean (a) the company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual Reportsa U.S. person.

Offshore Transaction. (a) Such Purchaser hereby represents is not a U.S. person and warrants to Seller Rules 901 through 903 of Regulation S govern this transaction. (b) At the time such Purchaser executed and delivered this Agreement, such Purchaser was outside the United States and is outside of the United States as of the date hereof of the execution and as delivery of this Agreement. (c) Each distributor participating in the offering of the Units, if any, has agreed in writing that all offers and sales of the Units and the Shares and Warrants underlying the Units prior to the expiration of a period commencing on the date of the Closing Date and ending one year thereafter, unless adjusted as follows: hereinafter provided (i) 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 defined by Rule 902(o) of Regulation S (a "U.S. PersonRestricted Period"), promulgated 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 1933the 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, as amended (pursuant to registration under the "1933 Securities Act or pursuant to an exemption from registration under the Securities Act") and as set forth in Schedule A attached hereto, and is 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 acquiring been registered under the Shares, directly Securities Act and may not be offered or indirectly, sold in the United States or to or for the account or benefit of any a U.S. Personperson (other than distributors as defined in 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) The Such Purchaser (a) has received a copy of will not engage in any hedging transactions as precluded by Regulation S under the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual ReportsSecurities Act.

Offshore Transaction. Purchaser hereby Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date Issuer as follows: (i) If the Purchaser is a corporation, it is duly organized, validly existing and in good standing Buyer does not have any of its securities registered under the laws Securities Exchange Act of 1934 (the "Exchange Act") and is not a U.S. Person and is not owned by U.S. Persons as defined in Regulation S and herein; (ii) At the time the buy order to purchase the Debentures and Warrants was originated, Buyer was outside the United States; 2 (iii) No offer to purchase the Debentures and Warrants was made in the United 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 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 jurisdiction Debentures and Warrants shall be made in compliance with Regulation S, pursuant to registration of its incorporation, the Debentures and if the Purchaser is a partnership or other organization, it is duly organized, validly existing and in good standing Warrants under the laws 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 its jurisdiction the 1933 Act and that the Issuer is relying upon the truth and accuracy of organization.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; (vii) Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 3b hereof; (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) hereof) (except for sales of any Debentures and Warrants registered under the 1933 Act or otherwise exempt from such registration) (a) If will not sell the Purchaser is Debentures or the Warrants to 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 U.S. Person 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 defined by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated under the Securities Act of 1933, as amended (the "1933 Act") and as set forth in Schedule A attached hereto, and is not acquiring the Shares, directly or indirectly, for the account or benefit of any a U.S. Person or anyone believed to be a U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) will not engage in any efforts to sell the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafterDebentures or Warrants in the United States, and (c) copies will send to a Professional acting as agent or principal, a confirmation or other notice stating that the Professional is subject to the same restrictions on transfer to U.S. Persons or for the account of U.S. Persons during the Restrictive Period as provided herein and (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 restrictions placed on the resale of securities offered pursuant to Regulation S, the Issuer shall staple an attachment to the certificates evidencing the Debentures and 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 CompanyDebentures 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 significant press releases issued after said Annual ReportsTransfer 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 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. Purchaser hereby PURCHASER represents and warrants to Seller as of the date hereof and as of the Closing Date SELLER as follows: : (i) If the Purchaser PURCHASER is not a corporation, it “U.S. person” as that term is duly organized, validly existing and defined in good standing under the laws Rule 902 of the jurisdiction of its incorporationRegulation S; (ii) PURCHASER is not, and if on the Purchaser is a partnership or other organizationClosing date will not be, it is duly organized, validly existing and in good standing under the laws an affiliate 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. ISSUER; (iii) The Purchaser did not receive any at the execution of this Agreement, as well as the time this transaction is or was due, PURCHASER was outside the United States, and no offer to purchase the Shares was made in the United States. This Agreement has ; (iv) PURCHASER agrees that offers and sales of the Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby have not been executed and will not be made on behalf of any U.S. person or pre-arranged by the Purchaser PURCHASER with a purchaser located in the United States. (iv) The Purchaser States or a purchaser which is not a "U.S. person," as defined , and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 19331933 and may not be offered or sold in the United States or to 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 amended (of the "1933 Act") and as set forth in Schedule A attached heretodate of the acceptance by SELLER of PURCHASER's purchase, and is not acquiring the Sharesshall survive thereafter. If PURCHASER has knowledge, directly or indirectly, for the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made prior to the Purchaser 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 Company or by reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any distributorand all losses, or by any claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of their officersPURCHASER's representations, directors, employees, agents or affiliates, warranties and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) that agreements 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual Reportsherein.

Offshore Transaction. Purchaser hereby Subscriber represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: Company that (i) 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 Subscriber is not a "U.S. person," as that term is defined by in Rule 902(o) of Regulation S S; (a "U.S. Person")ii) the Subscriber is not, promulgated under 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 Act was made in the United States; (iv) the Subscriber agrees that all offers and sales of 1933, as amended 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 "1933 ActRestricted Period") and as set forth in Schedule A attached hereto, and is shall not acquiring the Shares, directly be made to U.S. persons or indirectly, for the account or benefit of any U.S. Person. persons and shall otherwise be made in compliance with the provisions of Regulation S; (v) The Purchaser Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) has received have not been and will not be pre-arranged by the Subscriber with a copy of purchaser located in the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement United States or a purchaser which is a U.S. Person, and (b) understand thatare 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, except as set forth underwriter, dealer or other person participating pursuant to a contractual arrangement in the Disclosure Documents and distribution of the Securities or receiving a selling concession, fee or other remuneration in this Agreementrespect of any of the Securities, no representations or warranties have been made (y) who purchases prior to the Purchaser by expiration of the Company Restricted Period, a confirmation or by other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the 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 distributor"directed selling efforts" as that term is defined in Rule 902(b) of Regulation S; nor has the Subscriber, its affiliates or by persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) that contained Securities 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual ReportsUnited States or elsewhere.

Offshore Transaction. Purchaser hereby represents and warrants to Seller the Company as of the date hereof and as of the Closing Date as follows: (i) 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 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 defined by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated under the US Federal Securities Act of 1933, as amended (the "1933 Act") and as set forth in Schedule A attached hereto, and is not acquiring the Shares, directly or indirectly, for the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand understands that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or nor by any distributor, or nor by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections connection with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) that contained in the Disclosure documents Documents and in this Agreement and (ii) on the results of its own independent investigations. The term "Disclosure DocumentsDocuments " shall mean (a) the companyCompany's latest Annual report Report to Shareholders on Form 10- 10-K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual ReportsReport.

Offshore Transaction. In connection with the subscription evidenced hereby, the Purchaser hereby further represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: (i) If the Purchaser is a corporation, a. that 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,Person" as that term is defined in Rule 902 of Securities and Exchange Commission Regulation S; b. that at the time the buy order was originated, 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 Rule 902(o) it include a statement to the effect that the shares of Regulation S (a "U.S. Person"), promulgated Common Stock have not been registered under the Securities Act and may not be offered or sold in the United States or to U.S. persons unless the shares of 1933Common Stock are registered under the Act, as amended (or an exemption from the "1933 Act") and as set forth registration requirements of the Act is available; d. that it is acquiring the Common Stock for investment purposes only, has no agreement, arrangement or understanding with any person to participate in Schedule A attached hereto, the subsequent distribution of the Common Stock and is not acquiring the Shares, directly or indirectly, for the account or benefit 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; (v) The Purchaser (a) has received a copy e. that all subsequent offers and sales of the Disclosure Documents (Common Stock by the Purchaser shall only be made in compliance with the safe harbor provisions of Securities and Exchange Commission Regulation S, pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration, if such an exemption is available; f. neither the undersigned nor any of its affiliates, nor any person acting on his behalf has engaged or will engage in any "directed selling efforts" as hereinafter defined) such term is defined in Rule 902 of Securities and has carefully reviewed and Exchange Commission Regulation S; g. that it understands that the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made Company will issue stop transfer instructions to its transfer agent with respect to the Purchaser by Common Stock and intends to place the Company or by any distributorfollowing restrictive legend, or by any of their officersa legend similar thereto, directorson 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, employees, agents or affiliates, and AS AMENDED (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) that contained in the Disclosure documents and in this Agreement and (ii) on the results of its own independent investigations. The term THE "Disclosure Documents" shall mean (a) the company's latest Annual report to Shareholders on Form 10- K (without exhibitsACT"), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual ReportsAND 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. Purchaser hereby The Subscriber represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: --------------------- Company that (i) If neither the Purchaser is a corporation, it is duly organized, validly existing and in good standing under the laws Subscriber nor any of the jurisdiction of its incorporation, investors on whose behalf the Subscriber may purchase and if hold Securities (the Purchaser "Investors") 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 by in Rule 902(o) of Regulation S (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. Personpersons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), promulgated under 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 Act were not offered to the Subscriber or to any Investor in the United States and at the time of 1933execution of this Subscription Agreement and of any offer to the Subscriber or to the Investors to purchase the Securities hereunder, as amended the Subscriber and each such Investor was physically outside the United States; (iii) the Subscriber is purchasing the Securities 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 of the Securities offered and ending forty-five (45) days thereafter (the "1933 ActRestricted Period") and as set forth in Schedule A attached hereto, and is shall not acquiring the Shares, directly be made to U.S. persons or indirectly, for the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) persons and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth shall otherwise be made in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections compliance with the purchase provisions of the Shares, it Regulation S. Subscriber has not been engaged or acted as or on behalf of a distributor or dealer (and is not relying upon any information concerning the Company, other than (ian affiliate of a distributor or dealer) that contained in the Disclosure documents and in with respect to this Agreement and (ii) on the results of its own independent investigations. The term "Disclosure Documents" shall mean (a) the company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual Reportstransaction.

Offshore Transaction. Purchaser hereby represents and warrants to Seller as of the date hereof and as of the Closing Date as follows: (i) If The Purchaser is not a U.S. Person within the meaning of Regulation S or the Purchaser is a corporation, it is duly organized, validly existing and was not formed for the purpose of investing in good standing securities which have not been registered under the laws Securities Act for the benefit of a U.S. person; (ii) At the jurisdiction of its incorporationtime the buy order was originated, and if the Purchaser is a partnership or other organization, it is duly organized, validly existing and in good standing under was outside 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.United States; (iii) The Purchaser did not receive any To the Purchaser’s knowledge, no offer to sell or purchase the Shares Securities was made 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 defined by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated under purchasing the Securities Act of 1933, as amended (for its own account and for investment purposes and not with the "1933 Act") and as set forth in Schedule A attached hereto, and is not acquiring the Shares, directly view towards distribution or indirectly, for the account or benefit of any a U.S. Person.; (v) The Purchaser agrees that it will not hedge the Securities except in compliance with the Securities Act; (avi) has received a copy All subsequent offers and sales of the Disclosure Documents Securities shall be made in compliance with Regulation S, and/or pursuant to registration of the Securities under the Securities Act or pursuant to an exemption from registration under the Securities Act; (as hereinafter definedvii) and has carefully reviewed and understands The Purchaser agrees that it will not, during the Disclosure Documents and this Agreement and (b) understand that, except as Restricted Period set forth in the Disclosure Documents and in this Agreementunder Rule 903(b)(iii)(A), no representations or warranties have been made to the Purchaser by the Company or by any act as a distributor, either directly or by through any affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the Securities other than to a non-U.S. Person except in compliance with applicable securities laws; (viii) The Purchaser acknowledges that the Common Stock purchased (including shares of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with Common Stock issuable upon the purchase exercise of the SharesWarrant) 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, it is not relying upon any information concerning the CompanyTHE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH REGULATION S, other than (i) that contained in the Disclosure documents and in this Agreement and (ii) on the results of its own independent investigationsPURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR 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 term "Disclosure Documents" shall mean (a) the company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual ReportsTHE 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. Purchaser hereby PURCHASER represents and warrants to Seller as of the date hereof and as of the Closing Date SELLER as follows: : (i) If the Purchaser PURCHASER is not a corporation, it “U.S. person” as that term is duly organized, validly existing and defined in good standing under the laws Rule 902 of the jurisdiction of its incorporationRegulation S; (ii) PURCHASER is not, and if on the Purchaser is a partnership or other organizationClosing date will not be, it is duly organized, validly existing and in good standing under the laws an affiliate 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. ISSUER; (iii) The Purchaser did not receive any at the execution of this Agreement, as well as the time this transaction is or was due, PURCHASER was outside the United States, and no offer to purchase the Shares was made in the United States. This Agreement has ; (iv) PURCHASER agrees that offers and sales of the Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby have not been executed and will not be made on behalf of any U.S. person or pre-arranged by the Purchaser PURCHASER with a purchaser located in the United States. (iv) The Purchaser States or a purchaser which is not a "U.S. person," as defined , and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 19331933 and may not be offered or sold in the United States or to 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 amended (of the "1933 Act") and as set forth in Schedule A attached heretodate of the acceptance by SELLER of PURCHASER’s purchase, and is not acquiring the Sharesshall survive thereafter. If PURCHASER has knowledge, directly or indirectly, for the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made prior to the Purchaser 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 Company or by reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any distributorand all losses, or by any claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of their officersPURCHASER's representations, directors, employees, agents or affiliates, warranties and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) that agreements 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual Reportsherein.

Offshore Transaction. Purchaser hereby PURCHASER represents and warrants to Seller as of the date hereof and as of the Closing Date SELLER as follows: : (i) If the Purchaser PURCHASER is not a corporation, it “U.S. person” as that term is duly organized, validly existing and defined in good standing under the laws Rule 902 of the jurisdiction of its incorporationRegulation S; (ii) PURCHASER is not, and if on the Purchaser is a partnership or other organizationClosing date will not be, it is duly organized, validly existing and in good standing under the laws an affiliate 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. ISSUER; (iii) The Purchaser did not receive any at the execution of this Agreement, as well as the time this transaction is or was due, PURCHASER was outside the United States, and no offer to purchase the Shares was made in the United States. This Agreement has ; (iv) PURCHASER agrees that offers and sales of the Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby have not been executed and will not be made on behalf of any U.S. person or pre-arranged by the Purchaser PURCHASER with a purchaser located in the United States. (iv) The Purchaser States or a purchaser which is not a "U.S. person," as defined , and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 19331933 and may not be offered or sold in the United States or to 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 amended (of the "1933 Act") and as set forth in Schedule A attached heretodate of the acceptance by SELLER of PURCHASER’s purchase, and is not acquiring the Sharesshall survive thereafter. If PURCHASER has knowledge, directly or indirectly, for the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made prior to the Purchaser 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 Company or by reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any distributorand all losses, or by any claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of their officersPURCHASER’s representations, directors, employees, agents or affiliates, warranties and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) that agreements 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual Reportsherein.

Offshore Transaction. Purchaser hereby PURCHASER represents and warrants to Seller as of the date hereof and as of the Closing Date SELLER as follows: : (i) If the Purchaser PURCHASER is not a corporation, it “U.S. person” as that term is duly organized, validly existing and defined in good standing under the laws Rule 902 of the jurisdiction of its incorporationRegulation S; (ii) PURCHASER is not, and if on the Purchaser is a partnership or other organizationClosing date will not be, it is duly organized, validly existing and in good standing under the laws an affiliate 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. ISSUER; (iii) The Purchaser did not receive any at the execution of this Agreement, as well as the time this transaction is or was due, PURCHASER was outside the United States, and no offer to purchase the Shares was made in the United States. This Agreement has ; (iv) PURCHASER agrees that offers and sales of the Shares shall not be made to U.S. persons unless the Shares are registered or a valid exemption from registration can be relied on under applicable U.S. state and federal securities laws; (v) PURCHASER is not a distributor or dealer; (vi) the transactions contemplated hereby have not been executed and will not be made on behalf of any U.S. person or pre-arranged by the Purchaser PURCHASER with a purchaser located in the United States. (iv) The Purchaser States or a purchaser which is not a "U.S. person," as defined , and such transactions are not and will not be part of a plan or scheme to evade the registration provisions of the Act; (vii)all offering documents received by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated PURCHASER include statements to the effect that the Shares have not been registered under the Securities Act of 19331933 and may not be offered or sold in the United States or to 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 amended (of the "1933 Act") and as set forth in Schedule A attached heretodate of the acceptance by SELLER of PURCHASER's purchase, and is not acquiring the Sharesshall survive thereafter. If PURCHASER has knowledge, directly or indirectly, for the account or benefit of any U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and (b) understand that, except as set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made prior to the Purchaser 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 Company or by reasons therefor. PURCHASER agrees to fully indemnify, defend and hold harmless SELLER, his agents and attorneys from and against any distributorand all losses, or by any claims, damages, liabilities and expenses, including reasonable attorney's fees and expenses, which may result from a breach of their officersPURCHASER’s representations, directors, employees, agents or affiliates, warranties and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than (i) that agreements 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 company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies of the Company's significant press releases issued after said Annual Reportsherein.

Offshore Transaction. Purchaser hereby The Subscriber represents and warrants to Seller as of the date hereof and as of the Closing Date Company as follows: (i) If The Subscriber is not a U.S. person (whenever such term is used herein, it shall have the Purchaser meaning given in Rule 902(k) of Regulation S). (ii) At the time the Subscriber executed and delivered this Subscription Agreement, the Subscriber was outside the United States at the address set forth immediately below. Subscriber is a corporation, it is duly organized, validly existing and in good standing limited partnership (▇▇▇▇▇-up-too-▇▇-▇▇-hap) organized under the laws of the jurisdiction Republic of Korea and has its incorporationprincipal place of business at 18th Fl., and if the Purchaser is a partnership or other organization63 ▇▇▇▇. ▇▇ ▇▇▇▇▇-▇▇▇▇, 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 Subscriber is acquiring the Preferred Shares for its own account and not receive on behalf of any offer to U.S. person, and the sale and purchase of the Preferred Shares in and/or the United States. This Agreement has Common Stock issuable upon the conversion of the Preferred Shares have not been executed by the Purchaser pre-arranged with a purchaser in the United States. (iv) The Purchaser 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 not a "U.S. person," as defined by Rule 902(o) relying upon the truth and accuracy of Regulation S (a "U.S. Person")the representations, promulgated under the Securities Act warranties, agreements, acknowledgments and undertakings of 1933, as amended (the "1933 Act") and as Subscriber set forth herein in Schedule A attached heretoorder 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 has consulted its own investment and/or legal and/or tax advisors and has not relied on the Company or its agents or representatives. (viii) The Subscriber is not acquiring the Shares, directly Preferred Shares for investment purposes and has no present intention to sell the Preferred Shares or indirectly, the Common Stock issuable upon the conversion of the Preferred Shares in the United States or to a U.S. person or for the account or benefit of any a U.S. Personperson. (vix) The Purchaser (a) has received a copy Subscriber is not an underwriter of, or dealer in, the Preferred Shares or the Common Stock issuable upon the conversion of the Disclosure Documents Preferred Shares; and Subscriber is not participating, pursuant to a contractual agreement, in the distribution of the Preferred Shares or the Common Stock issuable upon the conversion of the Preferred Shares. (as hereinafter definedx) 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 has carefully reviewed agrees that the Company shall insert the following or similar legend on the Preferred Shares and understands on the Disclosure Documents 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 this Agreement and (b) understand that, except as warranties set forth in the Disclosure Documents and in this Agreement, no representations or warranties have been made to the Purchaser by the Company or by any distributor, or by any of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with the purchase of the Shares, it is not relying upon any information concerning the Company, other than subsections (i) that contained in the Disclosure documents through (xii) of this Section 2. A, inclusive, are true and in this Agreement and (ii) on the results of its own independent investigations. The term "Disclosure Documents" shall mean (a) the company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies accurate as of the Company's significant press releases issued after said Annual Reportsdate hereof, shall be true and accurate as of the Closing Date and shall survive thereafter without being merged with or into the closing under this Subscription Agreement. If the Subscriber has knowledge, prior to the acceptance of this Subscription Agreement that any such representations, warranties and covenants shall not be true and accurate in any respect, the Subscriber, prior to such acceptance, will give written notice of such fact specifying which representations, warranties or warranties are not true and accurate and the reasons therefor.

Offshore Transaction. Purchaser hereby Buyer represents and warrants to Seller as of the date hereof and as of the Closing Date Company as follows: (i) If Buyer is not a U.S. Person or and buyer was not formed for the Purchaser is a corporation, it is duly organized, validly existing and purpose of investing in good standing securities which have not been registered under the laws 1933 Act in reliance upon Regulation S by or for the benefit 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.U.S. person; (aii) If At the Purchaser is a corporationtime the buy order was originated, Buyer was outside 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.United States; (iii) The Purchaser did not receive any No offer to sell or purchase the Shares was made in the United States. This Agreement has not been executed by the Purchaser in the United States.; (iv) The Purchaser is Buyer has not a "U.S. personengaged in nor will engage in any “Directed Selling Efforts," as defined by Rule 902(o) of Regulation S (a "U.S. Person")” i.e., promulgated under the Securities Act of 1933, as amended (the "1933 Act") and as set forth in Schedule A attached hereto, and is not acquiring the Shares, directly or indirectly, any activity undertaken for the account purpose of, or benefit that could reasonably be expected to have the effect of, conditioning the market in the United States for any of any U.S. Personthe Shares being purchased by the Buyer. (v) The Purchaser 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; (avi) has received a copy All subsequent offers and sales of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands shares shall be made in compliance with Regulation S and/or pursuant to registration of the Disclosure Documents and this Agreement and (b) understand thatShares under the 1933 Act or pursuant to an exemption from registration under the 1933 Act, except as set forth in including but not limited to, compliance with the Disclosure Documents and in this Agreementapplicable provisions under the Act. In any case, no representations the Shares will not be resold to U.S. Persons or warranties have been made to within the Purchaser by United States until after the Company or by any distributor, or by any end of their officers, directors, employees, agents or affiliates, and (c) agrees that, in connections with 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; (vii) 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 is and not relying upon any information concerning representations made by Company with respect to the Company, other than Company or the Shares. (iix) that contained in the Disclosure documents Buyer and in this Agreement and (ii) any person receiving a selling concession or acting as a distributor or dealer on the results of its own independent investigations. The term "Disclosure Documents" shall mean (a) the company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies behalf of the Company's significant press releases issued after said Annual ReportsBuyer prior to the expiration of the restricted period under Regulation S will send a confirmation or other notice to any other purchaser stating that the purchase is subject to the same restrictions on offers and sales that apply to the Buyer.

Offshore Transaction. Purchaser hereby Buyer represents and warrants Warrant to Seller as of the date hereof and as of the Closing Date Issuer as follows: (i) If the Purchaser is a corporation, it is duly organized, validly existing and in good standing Buyer does not have any of its securities registered under the laws Securities Exchange Act of 1934 (the "Exchange Act") and is not a U.S. Person and is not owned by U.S. Persons as defined in Regulation S and herein; (ii) At the time the buy order to purchase the Stock and Warrant was originated, and at the time this Agreement was executed and delivered, Buyer was outside the United States; (iii) No offer to purchase the Stock and Warrant was made in the United 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 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 jurisdiction Stock and Warrant shall be made in compliance with Regulation S, pursuant to registration of its incorporation, the Stock and if the Purchaser is a partnership or other organization, it is duly organized, validly existing and in good standing Warrant under the laws 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 its jurisdiction the 1933 Act and that the Issuer is relying upon the truth and accuracy of organization.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; (vii) Buyer acknowledges that Buyer has received and reviewed the information supplied by the Company pursuant to Section 4 hereof; (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) hereof) (except for sales of any Stock and Warrant registered under the 1933 Act or otherwise exempt from such registration) (a) If will not sell the Purchaser is Stock or the Warrant to 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 U.S. Person 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 defined by Rule 902(o) of Regulation S (a "U.S. Person"), promulgated under the Securities Act of 1933, as amended (the "1933 Act") and as set forth in Schedule A attached hereto, and is not acquiring the Shares, directly or indirectly, for the account or benefit of any a U.S. Person or anyone believed to be a U.S. Person. (v) The Purchaser (a) has received a copy of the Disclosure Documents (as hereinafter defined) and has carefully reviewed and understands the Disclosure Documents and this Agreement and , (b) understand that, except as set forth will not engage in any efforts to sell the Stock or Warrant in the Disclosure Documents and in this AgreementUnited States, no representations (c) will send to a Professional acting as agent or warranties have been made principal, a confirmation or other notice stating that the Professional is subject to the Purchaser by same restrictions on transfer to U.S. Persons or for the Company or by any distributoraccount of U.S. Persons during the Restrictive Period as provided herein , or by any of their officers, directors, employees, agents or affiliates(d) has complied with the "Offering Restrictions" as defined in Section 902(h)(1), and (ce) agrees that, in connections with on and after the forty-first (41st) days after the purchase of the Shares, it is not relying upon any information concerning Stock and Warrants will offer and sell the Company, other than (i) that Stock and Warrants in compliance with the safe harbor provisions contained in Regulation S or pursuant to any exemption from registration under the Disclosure documents 1933 Act. 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 restrictions placed on the resale of securities offered pursuant to Regulation S, the Issuer shall staple an attachment to the certificates evidencing the Stock and 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 (ii) on the results in such Warrant. Issuer will not honor or register, any transfer or exercise in violation of its own independent investigations. The term "Disclosure Documents" shall mean (a) the company's latest Annual report to Shareholders on Form 10- K (without exhibits), (b) the Company's Quarterly Reports on Form 10-Q and Form 8-K thereafter, and (c) copies any provision of the Company's significant press releases issued after said Annual ReportsAct. (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 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;