Common use of Offshore Transaction Clause in Contracts

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

Offshore Transaction. Subscriber represents and warrants to the Company that (i) Subscriber is not a "U.S. person" as that term is defined in Rule 902(o902 (o) of Regulation S; (ii) the Subscriber is not, and on not organized under the Closing Date will not be, an affiliate laws of the CompanyUnited States and was not formed for the purpose of investing in Regulation S Securities and is not registered under the Act; (iii) the offer and sale of the Shares will be made in an offshore transaction and, at the same time of execution of this Subscription Agreement, Subscriber was outside the United States States; (iv) Subscriber is purchasing the Shares for its own account and no offer not on behalf of any U.S. person or with a view to purchase or in connection with any distribution, resale, subdivision or fractionalization of the Securities was made Shares for an indefinite period of time for a U.S. person and the sale of the Shares has not been prearranged with any buyer in the United States; (ivv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Shares, to the best knowledge of Subscriber, has agreed and Subscriber agrees that all offers and sales of the Securities Shares prior to the expiration of a period commencing on the Closing closing of the offering of the Shares and ending forty (40) days thereafter (the"Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (vvi) Subscriber understands the restrictions on transfer of the Shares imposed by this Agreement and U.S. securities laws and agrees to comply with such restrictions; and (vii) the offer and sale of the Shares to Subscriber does not violate the securities or other laws of Subscriber's jurisdiction. Subscriber is not a distributor or dealer; (vi) . Subscriber and its controlling persons agree to indemnify the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of Company for any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewheremisrepresentation contained herein.

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

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

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) neither the Subscriber nor any of the investors on whose behalf the Subscriber may purchase and hold Units is not a "U.S. person" as that term is defined in Rule 902(o902 (o) of Regulation SS and the Subscriber is not an entity organized or incorporated under the laws of any foreign jurisdiction by any "U.S. person" principally for the purpose of investing in securities not registered under the Act, unless the Subscriber is or was organized or incorporated by "U.S persons" who are accredited investors (as defined in Rule 501(a) under the Act) and who are not natural persons, estates or trusts ("Institutional Investors"), and all owners of interests in such equity who are "U.S. persons" are Institutional Investors, and not natural persons, estates or trusts; (ii) the Units were not offered to the Subscriber is notin the United States and at the time of execution of this Agreement and of any offer to the Subscriber to purchase the Units hereunder, and on the Closing Date will not be, an affiliate of Subscriber was physically outside the CompanyUnited States; (iii) at the execution Subscriber is purchasing the Units for its own account and not on behalf of this Subscription Agreement, Subscriber was outside or for the United States benefit of any U.S. person and no offer to purchase the Securities was made sale and resale of the Units have not been prearranged with any buyer in the United States; (iv) the Subscriber hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the Closing and ending forty (40) days thereafter (the"Restricted Period") Units shall not be made except in accordance with Regulation S, pursuant to U.S. persons registration under the Act, or for pursuant to an available exemption from registration, and hedging transactions involving the account or benefit of U.S. persons and shall otherwise Units may not be made conducted unless in compliance with the provisions Act. The Subscriber has not been engaged by or acted as or on behalf of Regulation S; a distributor or dealer (v) Subscriber and is not an affiliate of a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber respect to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewherethis transaction.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) the Subscriber is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation SS (a copy of which definition is attached as Exhibit B) including, without limitation if a business organization, such as a corporation or partnership, (a) it is organized under the laws of a jurisdiction other than the United States and (b) if organized by a "U.S. Person" principally for the purpose of investing in securities not registered under the Act, it was organized and is owned by accredited investors (as defined in Rule 501 (a) of Regulation D under the Act) who are not natural persons, estates or trusts; (ii) the Securities were not offered to the Subscriber is not, in the United States and on at the Closing Date will not be, an affiliate time of the Company; (iii) at the execution of this Subscription Agreement, Agreement and the time of any offer to the Subscriber was outside the United States and no offer to purchase the Securities hereunder, the Subscriber was made 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 U.S. person or buyer in the United States; (iv) the Subscriber agrees agrees, and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed, that all offers and sales of the Securities prior to the expiration of a period commencing on the date of the last Closing and ending forty (40) days thereafter (the"Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S sale and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.purchase of

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

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

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) the Subscriber is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation SS (a copy of which definition is attached as Exhibit B) and the Subscriber was not formed by a "U.S. person" for the purpose of investing in securities not registered under the Act; (ii) the Securities were not offered to the Subscriber is notin the United States and at the time of execution of this Subscription Agreement and of any offer to the Subscriber to purchase the Securities hereunder, and on the Closing Date will not be, an affiliate of Subscriber was physically outside the CompanyUnited States; (iii) at the execution of this Subscription Agreement, Subscriber was outside the United States and no offer to purchase is purchasing the Securities was made for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any buyer in the United States; (iv) the Subscriber and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed and the Subscriber hereby agrees that all offers and sales offers, sales, pledges, assignments, or other dispositions of the Securities prior to the expiration of a period commencing on the Closing of last sale of Debentures in the Offering and ending forty (40) days thereafter (the"Restricted the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (v) S. Subscriber is has not been engaged as a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located dealer in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber with respect to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on this transaction. All offers and sales as by Subscriber during the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates Restricted Period will be made only in accordance with Rules 903 or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) 904 of Regulation S, nor has or pursuant to a registration under the Subscriber, its affiliates Act or persons acting on their behalf have conducted any general solicitation relating to the offer and sale an exemption therefrom. The Subscriber is a bona fide resident of any or organization domiciled outside of the Securities in the United States or elsewhereStates.

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

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

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

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

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

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

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

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) the Subscriber is not a U.S. person ("U.S. person" ") as that term is defined in Rule 902(o) of Regulation SS (a copy of which definition is attached as Exhibit B) and which definition includes, without limitation, a corporation or partnership that is organized under the laws of a jurisdiction other than the United States if it is formed by a U.S. person principally for the purpose of investing in securities not registered under the Act, unless it was organized or incorporated, and is owned, by accredited investors (as defined in Rule 501(a) of Regulation D under the Act) who are not natural persons, estates or trusts; (ii) the Securities were not offered to the Subscriber is notin the United States and at the time of execution of this Subscription Agreement and the time of any offer to the Subscriber to purchase the Securities hereunder, and on the Closing Date will not be, an affiliate of Subscriber was physically outside the CompanyUnited States; (iii) at the execution of this Subscription Agreement, Subscriber was outside the United States and no offer to purchase is purchasing the Securities was made for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any U.S. person or buyer in the United States; (iv) the Subscriber agrees agrees, and to the knowledge of the Subscriber, without any independent investigation, each distributor, if any, participating in the offering of the Securities, has agreed, that all offers and sales of the Securities prior to the expiration of a period commencing on the date of the last Closing of a sale and purchase of Debentures pursuant to the Offering (the "Last Closing") and ending forty (40) days thereafter (the"Restricted the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; and (v) Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, an underwriter, dealer dealer, distributor or other person participating who is participating, pursuant to a contractual arrangement arrangement, in the distribution of the Securities offered or receiving a selling concession, fee or other remuneration sold in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions reliance on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.S.

Offshore Transaction. The Subscriber represents and warrants to the Company that (i) the Subscriber is not a "U.S. person" as that term is defined in Rule 902(o) of Regulation SS (a copy of which definition is attached as Exhibit B) including, without limitation if a business organization, such as a corporation or partnership, (a) it is organized under the laws of a jurisdiction other than the United States and (b) if organized by a "U.S. Person" principally for the purpose of investing in securities not registered under the Act, it was organized and is owned by accredited investors (as defined in Rule 501(a) of Regulation D under the Act) who are not natural persons, estates or trusts; (ii) the Securities were not offered to the Subscriber is notin the United States and at the time of execution of this Subscription Agreement and the time of any offer to the Subscriber to purchase the Securities hereunder, and on the Closing Date will not be, an affiliate of Subscriber was physically outside the CompanyUnited States; (iii) at the execution of this Subscription Agreement, Subscriber was outside the United States and no offer to purchase is purchasing the Securities was made for its own account and not on behalf of or for the benefit of any U.S. person and the sale and resale of the Securities have not been prearranged with any U.S. person or buyer in the United States; (iv) the Subscriber agrees agrees, and to the best knowledge of the Subscriber each distributor, if any, participating in the offering of the Securities, has agreed, that all offers and sales of the Securities prior to the expiration of a period commencing on the date of the last Closing of a sale and purchase of Preferred Stock (the "Last Closing") and ending forty (40) days thereafter (the"Restricted the "Restricted Period") shall not be made to U.S. persons or for the account or benefit of U.S. persons and shall otherwise be made in compliance with the provisions of Regulation S; (v) S. Subscriber is not a distributor or dealer; (vi) the transactions contemplated hereby (a) have not been and will not be pre-arranged by the Subscriber dealer with a purchaser located in the United States or a purchaser which is a U.S. Person, and (b) are not and will not be part of a plan or scheme by the Subscriber respect to evade the registration provisions of the Act; (vii) the Subscriber shall take all reasonable steps to ensure its compliance with Regulation S and shall promptly send to each purchaser (x) who acts as a distributor, underwriter, dealer or other person participating pursuant to a contractual arrangement in the distribution of the Securities or receiving a selling concession, fee or other remuneration in respect of any of the Securities, or (y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the purchaser stating that the purchaser is subject to the same restrictions on offers and sales as the Subscriber pursuant to Section 903(c)(2)(iv) of Regulation S; and (viii) none of the Subscriber, its affiliates or persons acting on their behalf have conducted and shall not conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, nor has the Subscriber, its affiliates or persons acting on their behalf have conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.