Common use of Offshore Transaction Clause in Contracts

Offshore Transaction. (i) Subscriber is not a U.S. person (whenever such term is used herein, it shall have the meaning given in Regulation S). (ii) At the time Subscriber executed and delivered this Agreement, Subscriber was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) Purchaser is acquiring the Preferred Stock for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States. (iv) Any distributor participating in the offering of the Preferred Stock has agreed in writing that all offers and sales of the Securities prior to the expiration of a period commencing on the date of the Closing and ending one year thereafter, unless adjusted as hereinafter provided (the “Restricted Period”), shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents and warrants and hereby agrees that all offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Preferred Stock under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period shall be made only pursuant to such a registration or to such exemption from registration. (vi) Subscriber acknowledges that, in the view of the Securities and Exchange Commission (“SEC”), the statutory exemption claimed in this transaction would not be present if the offering of Preferred Stock, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber is acquiring the Preferred Stock for investment purposes and has no present intention to sell the Preferred Stock in the United States or to a U.S. person or for the account or benefit of a U.S. person either now or promptly after the expiration of the Restricted Period. (vii) Subscriber is not an underwriter of, or dealer in, the Preferred Stock; and Subscriber is not participating, pursuant to a contractual agreement in the distribution of the Preferred Stock. (viii) The undersigned will not engage in any hedging transactions as precluded by Regulation S under the Act. (ix) Subscriber hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Preferred Stock in compliance with Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.”

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) Subscriber PURCHASER is not a U.S. person (whenever such Person as that term is used herein, it shall have the meaning given in defined under Regulation S), as set forth in Annex III. (ii) At the time Subscriber executed and delivered this Agreement, Subscriber was outside the United States and PURCHASER is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) Purchaser PURCHASER is acquiring purchasing the Preferred Stock Debentures for its own account and not on behalf of any U.S. personPerson, and PURCHASER is the sale sole beneficial owner of the Debentures, and has not been pre-arranged any sale with a any purchaser or purchasers in the United States. (iv) Any distributor participating in the offering of the Preferred Stock has agreed in writing PURCHASER represents and warrants and hereby agrees that all offers and sales of the Securities Debentures prior to the expiration of a period commencing on the date of the Closing receipt of funds by the COMPANY and ending one year thereafter, unless adjusted as hereinafter provided 40 days thereafter (the “"Restricted Period”), ") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration of the Securities under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents and warrants and hereby agrees that all offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Preferred Stock provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period expiration of the 40-day period shall be made only pursuant to such a registration or to such an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) Subscriber acknowledges that, PURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the view registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the Securities representations, warranties, agreements, acknowledgments and Exchange Commission (“SEC”)understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the statutory exemption claimed in this transaction would not be present if Shares issuable upon conversion thereof. PURCHASER represents and warrants that the offering information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of Preferred Stock, although in technical compliance with Regulation S, is part any material change therein occurring prior to the issuance of a plan or scheme to evade the registration provisions Shares upon conversion of the 1933 Act. Subscriber is acquiring the Preferred Stock for investment purposes and has no present intention to sell the Preferred Stock in the United States or to a U.S. person or for the account or benefit of a U.S. person either now or promptly after the expiration of the Restricted PeriodDebenture. (vii) Subscriber PURCHASER is not sufficiently experienced in financial and business matters to be capable of evaluating the merits and risks of its investments, and to make an underwriter of, or dealer in, the Preferred Stock; and Subscriber is not participating, pursuant to a contractual agreement in the distribution of the Preferred Stockinformed decision relating thereto. (viii) The undersigned will not engage in any hedging transactions as precluded by Regulation S under the Act. (ix) Subscriber hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Preferred Stock in compliance with Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.”

Offshore Transaction. The undersigned represents to the Company, and agrees with the Company, as follows: (i) Subscriber The undersigned is not a U.S. person (whenever such as that term is used herein, it shall have the meaning given in defined under Regulation S).S. (ii) At the time Subscriber executed and delivered this Agreement, Subscriber was outside the United States and The undersigned is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) Purchaser The undersigned is acquiring purchasing the Preferred Stock securities for its own account and not on behalf of any U.S. person, and the sale undersigned is the sole beneficial owner of the securities, and has not been pre-arranged any sale with a purchaser purchasers in the United States. (iv) Any distributor participating in The undersigned acknowledges that the offering of securities have not been registered under the Preferred Stock has agreed in writing Act and agrees that all offers and sales sale of the Securities securities prior to the expiration of a period commencing on the date of the Closing closing of this offering by the Company and ending one one-year thereafter, unless adjusted as hereinafter provided (the “Restricted Period”), thereafter shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration of the Securities provisions under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents and warrants and hereby agrees that all offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation SAct, pursuant to registration of the Preferred Stock under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period expiration of the one-year period shall be made only pursuant to such a registration or to such exemption from registration. The undersigned acknowledges that the securities are "restricted securities" within the meaning of Rule 144 under the Act. (viv) Subscriber acknowledges that, The undersigned understands that in the view of the Securities and Exchange Commission (“SEC”), the statutory basis for the exemption claimed in for this transaction would not be present if the offering of Preferred Stocksecurities, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber The undersigned is acquiring the Preferred Stock securities for investment purposes and has no present intention to sell the Preferred Stock securities in the United States or to a U.S. person Person or for the account or benefit of a U.S. person Person either now or promptly after any fixed period of time. The undersigned will not engage in any hedging transactions with respect to the expiration of securities except in compliance with the Restricted PeriodAct. (viivi) Subscriber the undersigned is not an underwriter of, or dealer in, the Preferred Stock; securities, and Subscriber the undersigned is not participating, pursuant to a contractual agreement agreement, in the distribution of the Preferred Stocksecurities. (viii) The undersigned will not engage in any hedging transactions as precluded by Regulation S under the Act. (ix) Subscriber hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Preferred Stock in compliance with Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.”

Offshore Transaction. PURCHASER represents and warrants to COMPANY as follows: (i) Subscriber PURCHASER is not a U.S. person (whenever such as that term is used herein, it shall have the meaning given in defined under Regulation S).S. (ii) At the time Subscriber executed and delivered this Agreement, Subscriber was outside the United States and PURCHASER is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) Purchaser PURCHASER is acquiring purchasing the Preferred Stock Purchaser's Debentures for its own account and not on behalf of any U.S. person, and PURCHASER is the sale sole beneficial owner of the Purchaser's Debentures, and has not been pre-arranged any sale with a purchaser purchasers in the United States. (iv) Any distributor participating in the offering of the Preferred Stock has agreed in writing PURCHASER represents and warrants and hereby agrees that all offers and sales of the Securities Debentures prior to the expiration of a period commencing on the date of the Closing receipt of funds by the COMPANY and ending one year thereafter, unless adjusted as hereinafter provided (the “Restricted Period”), 40 days thereafter shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration of the Securities under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents and warrants and hereby agrees that all offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Preferred Stock provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period expiration of the 40-day period shall be made only pursuant to such a registration or to such exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk, is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Purchaser's Debentures, including the total loss of its investment. (vi) Subscriber acknowledges thatPURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Purchaser's Debentures. (vii) PURCHASER 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. (viii) In evaluating its investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. (ix) PURCHASER understands that in the view of the Securities and Exchange Commission (“SEC”), SEC the statutory basis for the exemption claimed in for this transaction would not be present if the offering of Preferred StockDebentures, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber PURCHASER is acquiring the Preferred Stock Purchaser's Debentures for investment purposes and has no present intention to sell the Preferred Stock Debentures in the United States or to a U.S. person Person or for the account or benefit of a U.S. person Person either now or promptly after the expiration of the Restricted Period. (viix) Subscriber PURCHASER is not an underwriter of, or dealer in, the Preferred Stock; Securities, and Subscriber PURCHASER is not participating, pursuant to a contractual agreement agreement, in the distribution of the Preferred StockSecurities. (viiixi) The undersigned will not engage During the Restricted Period (as hereinafter defined), neither PURCHASER nor any of its affiliates will, directly or indirectly, maintain any short position in any hedging transactions as precluded by Regulation S under the Act. (ix) Subscriber hereby agrees that the Company may insert the following or similar legend on the face securities of the certificates evidencing the Preferred Stock in compliance with Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACTCOMPANY.”

Offshore Transaction. PURCHASER represents and warrants to COMPANY as follows: (i) Subscriber PURCHASER is not a U.S. person (whenever such as that term is used herein, it shall have the meaning given in defined under Regulation S).S. (ii) At the time Subscriber executed and delivered this Agreement, Subscriber was outside the United States and PURCHASER is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) Purchaser PURCHASER is acquiring purchasing the Preferred Stock Shares for its own account and not on behalf of any U.S. person, and PURCHASER is the sale sole beneficial owner of the Preferred Shares, and has not been pre-arranged any sale with a purchaser purchasers in the United States. (iv) Any distributor participating in the offering of the Preferred Stock has agreed in writing PURCHASER represents and warrants and hereby agrees that all offers and sales of the Securities Preferred Shares prior to the expiration of a period commencing on the date of the Closing receipt of funds by the COMPANY and ending one year thereafter, unless adjusted as hereinafter provided (the “Restricted Period”), 40 days thereafter shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents and warrants and hereby agrees that all offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Preferred Stock provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period expiration of the 40-day period shall be made only pursuant to such a registration or to such exemption from registration. (v) PURCHASER acknowledges that the purchase of the Preferred Shares involves a high degree of risk , is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Preferred Shares, including the total loss of its investment. (vi) Subscriber acknowledges thatPURCHASER understands that the Preferred Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Preferred Shares. (vii) PURCHASER 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. (viii) In evaluating its investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. (ix) PURCHASER understands that in the view of the Securities and Exchange Commission (“SEC”), SEC the statutory basis for the exemption claimed in for this transaction would not be present if the offering of Preferred StockShares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber PURCHASER is acquiring the Preferred Stock Shares for investment purposes and has no present intention to sell the Preferred Stock Shares in the United States or to a U.S. person Person or for the account or benefit of a U.S. person Person either now or promptly after the expiration of the Restricted Period. (viix) Subscriber PURCHASER is not an underwriter of, or dealer in, the Preferred Stock; Securities, and Subscriber PURCHASER is not participating, pursuant to a contractual agreement agreement, in the distribution of the Preferred StockSecurities. (viiixi) The undersigned will not engage During the Restricted Period (as hereinafter defined), neither PURCHASER nor any of its affiliates will, directly or indirectly, maintain any short position in any hedging transactions as precluded by Regulation S under the Act. (ix) Subscriber hereby agrees that the Company may insert the following or similar legend on the face Securities of the certificates evidencing the Preferred Stock in compliance with Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACTCOMPANY.”

Offshore Transaction. Purchaser represents and warrants to Company as follows: (i) Subscriber Purchaser is a not a U.S. person (whenever such term is used herein, it shall have the meaning given as defined in Regulation S). (ii) and is not subscribing for the Shares on behalf of a U.S. person. At the time Subscriber Purchaser executed and delivered this Agreement, Subscriber Purchaser was outside the United States and is outside States; (ii) Any subsequent offer or sale of the United States as Shares by the Purchaser prior to the expiration of one (1) year from the Closing (the “Distribution Compliance Period”) shall be made only in accordance with the provisions of Regulation S, pursuant to registration of the date Shares under the 1933 Act or pursuant to an available exemption from the registration requirements of the execution 1933 Act. The Purchaser represents, warrants and delivery covenants to the Company that it will not engage in hedging transactions with regard to such Shares prior to the expiration of this Agreement.the Distribution Compliance Period unless in compliance with the 1933 Act. Following the expiration of the Distribution Compliance Period, the Purchaser represents, warrants and covenants to the Company that it will not engage in any “directed selling efforts” as that term is defined in Regulation S with respect to the Shares; (iii) Purchaser is acquiring the Preferred Stock Shares for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States.; (iv) Any distributor participating in the offering of the Preferred Stock has agreed in writing that all offers and sales of the Securities prior to the expiration of a period commencing on the date of the Closing and ending one year thereafter, unless adjusted as hereinafter provided (the “Restricted Period”), shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber Purchaser represents and warrants and hereby agrees that all subsequent offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only Shares will be made (a) outside the United States in compliance with the safe harbor contained in Rule 903 or Rule 904 of Regulation S, (b) pursuant to registration of the Preferred Stock Shares under the 1933 Act, or (c) pursuant to an exemption from such registration. The undersigned acknowledges that the Company has no obligation to register the Shares under the 1933 Act or pursuant otherwise; (v) Purchaser understands that the Shares are being offered and sold to an exemption it in reliance on specific exemptions from registrationthe registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and all offers undertakings of Purchaser set forth herein in order to determine the applicability of such exemptions and sales after the Restricted Period shall be made only pursuant suitability of Purchaser to such a registration or to such exemption from registration.acquire the Shares; (vi) Subscriber Purchaser represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the purchase of the Shares, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Purchaser’s subscription and payment for, and its continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of the undersigned’s jurisdiction; (v) Purchaser acknowledges that, in the view of the Securities and Exchange Commission (“SEC”), the statutory exemption claimed in for this transaction would not be present if the offering of Preferred StockShares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber Purchaser is acquiring the Preferred Stock Shares for investment purposes and has no present intention to sell the Preferred Stock Shares in the United States or to a U.S. person or for the account or benefit of a U.S. person either now or promptly after the expiration of the Restricted Distribution Compliance Period.; and (viivi) Subscriber Purchaser is not an underwriter of, or dealer in, the Preferred Stock; “distributor” as that term is defined in Regulation S and Subscriber Purchaser is not participating, pursuant to a contractual agreement agreement, in the distribution of the Preferred Stock. (viii) Shares. The undersigned will Purchaser has not engage engaged in any hedging transactions as precluded “directed selling efforts” with respect to the Shares including any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares being offered by Regulation S under the Act. (ix) Subscriber hereby agrees that the Company may insert pursuant to this Agreement, including, but not limited to, placing an advertisement in a publication “with a general circulation in the following or similar legend on United States” that refers to the face offering of the certificates evidencing the Preferred Stock securities being made in compliance with reliance upon Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.”S.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) Subscriber PURCHASER is not a "U.S. person (whenever such Person" as that term is used hereindefined under Regulation S. PURCHASER is not an affiliate of the Company or of Goodbody International, it shall have the meaning given in Regulation S).Inc. (ii) At the time Subscriber executed and delivered this Agreement, Subscriber was outside the United States and PURCHASER is outside of the United States as of the date of the execution and delivery of this Agreement, and no offer to purchase the Debentures was made in the United States. (iii) Purchaser PURCHASER is acquiring purchasing the Preferred Stock Debentures for its own account and not on behalf of any U.S. personPerson, and PURCHASER is the sale sole beneficial owner of the Debentures, and has not been pre-arranged prearranged any resale with a any purchaser or purchasers in the United States. (iv) Any distributor participating in the offering of the Preferred Stock has agreed in writing PURCHASER represents, warrants, covenants and hereby agrees that all offers and sales of the Securities Debentures prior to the expiration of a period commencing on the date of the Closing receipt of funds by the COMPANY and ending one year thereafter, unless adjusted as hereinafter provided 40 days thereafter (the “"Restricted Period”), ") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration of the Securities under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents and warrants and hereby agrees that all offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Preferred Stock provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period expiration of the 40-day period shall be made only pursuant to such a registration or to such an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk, is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) Subscriber acknowledges thatPURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER 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. (viii) In evaluating its investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. PURCHASER is not relying on the COMPANY respecting the legal, tax and other economic considerations of an investment in the Debentures. (ix) PURCHASER understands that in the view of the Securities and Exchange Commission (“SEC”), SEC the statutory basis for the exemption claimed in for this transaction would not be present if the offering of Preferred StockDebentures, and the Shares issuable upon conversion thereof, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber PURCHASER is acquiring the Preferred Stock Debentures for investment purposes and has no present intention to sell the Preferred Stock Debentures, or the Shares issuable upon conversion thereof, in the United States or to a U.S. person Person or for the account or benefit of a U.S. person Person either now or promptly after the expiration of the Restricted Period. PURCHASER is not acquiring the Securities as part of a plan or scheme to evade the provisions of the 1933 Act. (viix) Subscriber PURCHASER is not an underwriter or distributor of, or dealer inin (as such terms are defined in Section 2(12) of the 1933 Act and Rule 902 under the Act) the Securities, the Preferred Stock; and Subscriber PURCHASER is not participating, pursuant to a contractual agreement agreement, in the distribution of the Preferred StockSecurities, or receiving selling concession, fee, or other remuneration in respect of the Debentures sold. (viiixi) The undersigned PURCHASER represents, warrants and agrees, that PURCHASER has not in the past forty-five (45) days, and will not engage during the Restricted Period, directly or indirectly, or through one or more intermediaries, maintain any short position in any hedging transactions as precluded by Regulation S under the ActShares of the COMPANY. (ixxii) Subscriber hereby agrees During the period commencing on the Closing Date (as defined herein) and ending on the 41st day following such date, PURCHASER will not sell, commit or agree to sell or pledge, or otherwise transfer or encumber, any shares of Common Stock of the COMPANY or any other securities convertible into or exercisable for shares of Common Stock of the COMPANY. (xiii) Except for Goodbody International Ltd., PURCHASER has taken no action which would give rise to any claim by any person for brokerage commission, finders' fees or the like relating to this Agreement or the transactions contemplated hereby. (xiv) PURCHASER is (i) an "accredited investor" as that term is defined in Rule 501 of the General Rules and Regulations under the 1933 Act by reason of Rule 501(a)(3), and (ii) experienced in making investments of the kind described in this Agreement and the related documents, (iii) able, by reason of the business and financial experience of its officers (if an entity) and professional advisors (who are not affiliated with or compensated in any way by the Company may insert or any of its affiliates or selling agents), to evaluate an investment in the following or similar legend on Securities to protect its own interests in connection with the face transactions described in this Agreement, and the related documents, and (iv) able to afford the entire loss of its investment in the certificates evidencing the Preferred Stock in Securities; (xv) PURCHASER hereby covenants that it shall take all necessary 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 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933Securities or receiving a selling concession, AS AMENDED fee or other remuneration in respect of any of the Securities, or (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS y) who purchases prior to the expiration of the Restricted Period, a confirmation or other notice to the PURCHASER stating 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. (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACTxvi) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACTNone of the Purchasers, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACTits affiliates or persons acting on their behalf have conducted or will conduct any "directed selling efforts" as that term is defined in Rule 902(b) of Regulation S, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACTnor have the Purchasers, its affiliates or persons acting on their behalf, conducted any general solicitation relating to the offer and sale of any of the Securities in the United States or elsewhere.” (xvii) PURCHASER is not a "10-percent Shareholder" (as defined in Section 871(h)(3)(B) of the Internal Revenue Code of 1986, as amended) of the COMPANY.

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) Subscriber PURCHASER is not a U.S. person (whenever such Person as that term is used herein, it shall have the meaning given in defined under Regulation S).S. (ii) At the time Subscriber executed and delivered this Agreement, Subscriber was outside the United States and PURCHASER is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) Purchaser PURCHASER is acquiring purchasing the Preferred Stock Debentures for its own account and not on behalf of any U.S. personPerson, and PURCHASER is the sale sole beneficial owner of the Debentures, and has not been pre-arranged any sale with a any purchaser or purchasers in the United States. (iv) Any distributor participating in the offering of the Preferred Stock has agreed in writing PURCHASER represents and warrants and hereby agrees that all offers and sales of the Securities Debentures prior to the expiration of a period commencing on the date of the Closing receipt of funds by the COMPANY and ending one year thereafter, unless adjusted as hereinafter provided 40 days thereafter (the “"Restricted Period”), ") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration of the Securities under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents and warrants and hereby agrees that all offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Preferred Stock provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period expiration of the 40-day period shall be made only pursuant to such a registration or to such an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk , is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) Subscriber acknowledges thatPURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER 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. (viii) In evaluating its investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. PURCHASER is not relying on the COMPANY respecting the legal, tax and other economic considerations of an investment in the Debentures. (ix) PURCHASER understands that in the view of the Securities and Exchange Commission (“SEC”), SEC the statutory basis for the exemption claimed in for this transaction would not be present if the offering of Preferred StockDebentures, and the Shares issuable upon conversion thereof, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber PURCHASER is acquiring the Preferred Stock Debentures for investment purposes and has no present intention to sell the Preferred Stock Debentures, or the Shares issuable upon conversion thereof, in the United States or to a U.S. person Person or for the account or benefit of a U.S. person Person either now or promptly after the expiration of the Restricted Period. (viix) Subscriber PURCHASER is not an underwriter of, or dealer in, the Preferred Stock; Securities, and Subscriber PURCHASER is not participating, pursuant to a contractual agreement agreement, in the distribution of the Preferred StockSecurities. (viiixi) The undersigned PURCHASER represents, warrants and agrees, that PURCHASER, will not engage not, directly or indirectly, or through one or more intermediaries, maintain any short position in any hedging transactions as precluded by Regulation S under the ActShares of the COMPANY during the Restricted Period. (ixxii) Subscriber hereby agrees that During the Company may insert the following or similar legend period commencing on the face Closing Date (as defined herein) and ending on the 41st day following such date, PURCHASER will not sell, commit or agree to sell or pledge any shares of Common Stock of the certificates evidencing the Preferred COMPANY or any other securities convertible into or exercisable for shares of Common Stock in compliance with Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933COMPANY. (xiii) PURCHASER has taken no action which would give rise to any claim by any person for brokerage commission, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACTfinders' fees or the like relating to this Agreement or the transactions contemplated hereby.”

Offshore Transaction. Purchaser represents and warrants to Company as follows: (i) Subscriber Purchaser is a not a U.S. person (whenever such term is used herein, it shall have the meaning given as defined in Regulation S). (ii) and is not subscribing for the Shares on behalf of a U.S. person. At the time Subscriber Purchaser executed and delivered this Agreement, Subscriber Purchaser was outside the United States and is outside States; (ii) Any subsequent offer or sale of the United States as Shares by the Purchaser prior to the expiration of one (1) year from the Closing (the “Distribution Compliance Period”) shall be made only in accordance with the provisions of Regulation S, pursuant to registration of the date Shares under the 1933 Act or pursuant to an available exemption from the registration requirements of the execution 1933 Act. The Purchaser represents, warrants and delivery covenants to the Company that it will not engage in hedging transactions with regard to such Shares prior to the expiration of this Agreement.the Distribution Compliance Period unless in compliance with the 1933 Act. Following the expiration of the Distribution Compliance Period, the Purchaser represents, warrants and covenants to the Company that it will not engage in any “directed selling efforts” as that term is defined in Regulation S with respect to the Shares; (iii) Purchaser is acquiring the Preferred Stock Shares for its own account and not on behalf of any U.S. person, and the sale has not been pre-arranged with a purchaser in the United States.; (iv) Any distributor participating in the offering of the Preferred Stock has agreed in writing that all offers and sales of the Securities prior to the expiration of a period commencing on the date of the Closing and ending one year thereafter, unless adjusted as hereinafter provided (the “Restricted Period”), shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Securities under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber Purchaser represents and warrants and hereby agrees that all subsequent offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only Shares will be made (a) outside the United States in compliance with the safe harbor contained in Rule 903 or Rule 904 of Regulation S, (b) pursuant to registration of the Preferred Stock Shares under the 1933 Act, or (c) pursuant to an exemption from such registration. The undersigned acknowledges that the Company has no obligation to register the Shares under the 1933 Act or pursuant otherwise; (v) Purchaser understands that the Shares are being offered and sold to an exemption it in reliance on specific exemptions from registrationthe registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and all offers undertakings of Purchaser set forth herein in order to determine the applicability of such exemptions and sales after the Restricted Period shall be made only pursuant suitability of Purchaser to such a registration or to such exemption from registration.acquire the Shares; (vi) Subscriber Purchaser represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the purchase of the Shares, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale or transfer of the Shares. The Purchaser’s subscription and payment for, and its continued beneficial ownership of the Shares, will not violate any applicable securities or other laws of the undersigned’s jurisdiction; (vii) Purchaser acknowledges that, in the view of the Securities and Exchange Commission (“SEC”), the statutory exemption claimed in for this transaction would not be present if the offering of Preferred StockShares, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber Purchaser is acquiring the Preferred Stock Shares for investment purposes and has no present intention to sell the Preferred Stock Shares in the United States or to a U.S. person or for the account or benefit of a U.S. person either now or promptly after the expiration of the Restricted Distribution Compliance Period.; and (viiviii) Subscriber Purchaser is not an underwriter of, or dealer in, the Preferred Stock; “distributor” as that term is defined in Regulation S and Subscriber Purchaser is not participating, pursuant to a contractual agreement agreement, in the distribution of the Preferred Stock. (viii) Shares. The undersigned will Purchaser has not engage engaged in any hedging transactions as precluded “directed selling efforts” with respect to the Shares including any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Shares being offered by Regulation S under the Act. (ix) Subscriber hereby agrees that the Company may insert pursuant to this Agreement, including, but not limited to, placing an advertisement in a publication “with a general circulation in the following or similar legend on United States” that refers to the face offering of the certificates evidencing the Preferred Stock securities being made in compliance with reliance upon Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.”S.

Offshore Transaction. The undersigned represents to the Company, and agrees with the Company, as follows: (i) Subscriber The undersigned is not a U.S. person (whenever such as that term is used herein, it shall have the meaning given in defined under Regulation S).S. (ii) At the time Subscriber executed and delivered this Agreement, Subscriber was outside the United States and The undersigned is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) Purchaser The undersigned is acquiring purchasing the Preferred Stock securities for its own account and not on behalf of any U.S. person, and the sale undersigned is the sole beneficial owner of the securities, and has not been pre-arranged any sale with a purchaser purchasers in the United States. (iv) Any distributor participating in The undersigned acknowledges that the offering of securities have not been registered under the Preferred Stock has agreed in writing Act and agrees that all offers and sales sale of the Securities securities prior to the expiration of a period commencing on the date of the Closing closing of this offering by the Company and ending one one-year thereafter, unless adjusted as hereinafter provided (the “Restricted Period”), thereafter shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration of the Securities provisions under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents and warrants and hereby agrees that all offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation SAct, pursuant to registration of the Preferred Stock under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period expiration of the one-year period shall be made only pursuant to such a registration or to such exemption from registration. The undersigned acknowledges that the securities are “restricted securities” within the meaning of Rule 144 under the Act. The undersigned acknowledges that the Company is under no obligation to register the securities. (viv) Subscriber acknowledges that, The undersigned understands that in the view of the Securities and Exchange Commission (“SEC”), the statutory basis for the exemption claimed in for this transaction would not be present if the offering of Preferred Stocksecurities, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber The undersigned is acquiring the Preferred Stock securities for investment purposes and has no present intention to sell the Preferred Stock securities in the United States or to a U.S. person Person or for the account or benefit of a U.S. person Person either now or promptly after any fixed period of time. The undersigned will not engage in any hedging transactions with respect to the expiration of securities except in compliance with the Restricted PeriodAct. (viivi) Subscriber The undersigned is not an underwriter of, or dealer in, the Preferred Stock; securities, and Subscriber the undersigned is not participating, pursuant to a contractual agreement agreement, in the distribution of the Preferred Stocksecurities. (viii) The undersigned will not engage in any hedging transactions as precluded by Regulation S under the Act. (ix) Subscriber hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Preferred Stock in compliance with Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.”

Offshore Transaction. (i) Subscriber The Purchaser is not a "U.S. person (whenever such person" as that term is used herein, it shall have the meaning given in defined under Regulation S).S. (ii) At the time Subscriber executed and delivered this Agreementthe buy order for the Securities was originated, Subscriber Purchaser was outside the United States and is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) Purchaser is acquiring purchasing the Preferred Stock Securities for its own account and not on behalf of any U.S. person or any other person, and the sale transaction has not been pre-arranged prearranged with a purchaser in the United States (see Appendix A attached hereto for definitions of "U.S. person" and "United States" under Regulation S) and Purchaser is acquiring the Securities for investment purposes and not with a view towards distribution and has no present arrangement or intention to sell the Securities or the Common Stock issuable upon conversion of the Convertible Preferred Stock or upon exercise of the Warrant. (iv) Any distributor participating in the offering of the Preferred Stock has agreed in writing The Purchaser represents and warrants and hereby agrees that all offers and sales of the Securities prior to the expiration of a period commencing on the date of the Closing hereof and ending one year thereafter, unless adjusted as hereinafter provided 40 days thereafter (the “"Restricted Period”), ") shall only be made in compliance with the safe harbor provisions contained in Regulation S, with which Purchaser is familiar, or pursuant to the registration of the Securities such securities under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents registration under the Act, and warrants the Purchaser shall not take a short position directly or indirectly with respect to the Company's common stock during the Restricted Period, and hereby agrees that all offers and sales of the Preferred Stock prior to after the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant United States or to registration of the Preferred Stock under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period a U.S. person shall be made only pursuant to such a registration or to such exemption from registration. (viv) Subscriber The Purchaser acknowledges that, in and agrees that the view of Convertible Preferred Stock and/or the Securities Warrant have not been registered under the Act and Exchange Commission (“SEC”), the statutory exemption claimed in this transaction would may not be present if the offering of Preferred Stock, although in technical compliance with Regulation S, is part of a plan offered or scheme to evade the registration provisions of the 1933 Act. Subscriber is acquiring the Preferred Stock for investment purposes and has no present intention to sell the Preferred Stock sold in the United States or to a U.S. person persons unless the Securities or for the account Shares are registered under the Act or benefit of a U.S. person either now or promptly after an exemption from the expiration registration requirements of the Restricted PeriodAct is available. (viivi) Subscriber The Purchaser is not an underwriter ofofficer, or dealer in, the Preferred Stock; and Subscriber director of "affiliate" (as that term is not participating, pursuant to a contractual agreement defined in the distribution of the Preferred Stock. (viii) The undersigned will not engage in any hedging transactions as precluded by Regulation S Rule 405 under the Act. (ix) Subscriber hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Preferred Stock in compliance with Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACTCompany.”

Offshore Transaction. The undersigned represents to the Company, and agrees with the Company, as follows: (i) Subscriber The undersigned is not a U.S. person (whenever such as that term is used herein, it shall have the meaning given in defined under Regulation S).S. (ii) At the time Subscriber executed and delivered this Agreement, Subscriber was outside the United States and The undersigned is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) Purchaser The undersigned is acquiring purchasing the Preferred Stock securities for its own account and not on behalf of any U.S. person, and the sale undersigned is the sole beneficial owner of the securities, and has not been pre-arranged any sale with a purchaser purchasers in the United States. (iv) Any distributor participating in The undersigned acknowledges that the offering of securities have not been registered under the Preferred Stock has agreed in writing Act and agrees that all offers and sales sale of the Securities securities prior to the expiration of a period commencing on the date of the Closing closing of this offering by the Company and ending one one-year thereafter, unless adjusted as hereinafter provided (the “Restricted Period”), thereafter shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration of the Securities provisions under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents and warrants and hereby agrees that all offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation SAct, pursuant to registration of the Preferred Stock under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period expiration of the one-year period shall be made only pursuant to such a registration or to such exemption from registration. The undersigned acknowledges that the securities are “restricted securities” within the meaning of Rule 144 under the Act. The undersigned acknowledges that the Company is under no obligation to register the securities. (viv) Subscriber acknowledges that, The undersigned understands that in the view of the Securities and Exchange Commission (“SEC”), the statutory basis for the exemption claimed in for this transaction would not be present if the offering of Preferred Stocksecurities, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber The undersigned is acquiring the Preferred Stock securities for investment purposes and has no present intention to sell the Preferred Stock securities in the United States or to a U.S. person Person or for the account or benefit of a U.S. person Person either now or promptly after any fixed period of time. The undersigned will not engage in any hedging transactions with respect to the expiration of securities except in compliance with the Restricted PeriodAct. (viivi) Subscriber the undersigned is not an underwriter of, or dealer in, the Preferred Stock; securities, and Subscriber the undersigned is not participating, pursuant to a contractual agreement agreement, in the distribution of the Preferred Stocksecurities. (viii) The undersigned will not engage in any hedging transactions as precluded by Regulation S under the Act. (ix) Subscriber hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing the Preferred Stock in compliance with Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACT.”

Offshore Transaction. PURCHASER represents, warrants and covenants to COMPANY as follows: (i) Subscriber PURCHASER is not a U.S. person (whenever such Person as that term is used herein, it shall have the meaning given in defined under Regulation S), as set forth in Annex III. (ii) At the time Subscriber executed and delivered this Agreement, Subscriber was outside the United States and PURCHASER is outside of the United States as of the date of the execution and delivery of this Agreement. (iii) Purchaser PURCHASER is acquiring purchasing the Preferred Stock Debentures for its own account and not on behalf of any U.S. personPerson, and PURCHASER is the sale sole beneficial owner of the Debentures, and has not been pre-arranged any sale with a any purchaser or purchasers in the United States. (iv) Any distributor participating in the offering of the Preferred Stock has agreed in writing PURCHASER represents and warrants and hereby agrees that all offers and sales of the Securities Debentures prior to the expiration of a period commencing on the date of the Closing receipt of funds by the COMPANY and ending one year thereafter, unless adjusted as hereinafter provided 40 days thereafter (the “"Restricted Period”), ") shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to the registration of the Securities under the 1933 Act or pursuant to an exemption from registration. (v) Subscriber represents and warrants and hereby agrees that all offers and sales of the Preferred Stock prior to the expiration of the Restricted Period shall only be made in compliance with the safe harbor contained in Regulation S, pursuant to registration of the Preferred Stock provisions under the 1933 Act or pursuant to an exemption from registration, and all offers and sales after the Restricted Period expiration of the 40-day period shall be made only pursuant to such a registration or to such an exemption from registration. (v) PURCHASER acknowledges that the purchase of the Debentures involves a high degree of risk, is aware of the risks and further acknowledges that it can bear the economic risk of the purchase of the Debentures, including the total loss of its investment. (vi) Subscriber acknowledges thatPURCHASER understands that the Debentures are being offered and sold to it in reliance on specific exemptions from the registration requirements of U.S. securities laws and that the COMPANY is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgements and understandings of PURCHASER set forth herein in order to determine the applicability of such exemptions and the suitability of PURCHASER to acquire the Debentures, and the Shares issuable upon conversion thereof. PURCHASER represents and warrants that the information contained herein is complete and accurate. PURCHASER further represents and warrants that it will notify the COMPANY immediately upon the occurrence of any material change therein occurring prior to the issuance of Shares upon conversion of the Debenture. (vii) PURCHASER 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. (viii) In evaluating its investment, PURCHASER has consulted its own investment and/or legal and/or tax advisors. PURCHASER is not relying on the COMPANY respecting the tax and other 3 4 economic considerations of an investment in the Debentures. (ix) PURCHASER understands that in the view of the Securities and Exchange Commission (“SEC”), SEC the statutory basis for the exemption claimed in for this transaction would not be present if the offering of Preferred StockDebentures, and the Shares issuable upon conversion thereof, although in technical compliance with Regulation S, is part of a plan or scheme to evade the registration provisions of the 1933 Act. Subscriber PURCHASER is acquiring the Preferred Stock Debentures for investment purposes and has no present intention to sell the Preferred Stock Debentures, or the Shares issuable upon conversion thereof, in the United States or to a U.S. person Person or for the account or benefit of a U.S. person Person either now or promptly after the expiration of the Restricted Period. (viix) Subscriber PURCHASER is not an underwriter of, or dealer in, the Preferred Stock; Securities, and Subscriber PURCHASER is not participating, pursuant to a contractual agreement agreement, in the distribution of the Preferred StockSecurities. (viiixi) The undersigned will not engage During the period commencing on the Closing Date (as defined herein) and ending on the 45th day following such date, neither PURCHASER nor any of its affiliates will, directly or indirectly, maintain any short position in any hedging transactions as precluded by Regulation S under the Actsecurities of the COMPANY. (ixxii) Subscriber hereby agrees that During the Company may insert the following or similar legend period commencing on the face Closing Date (as defined herein) and ending on the 45th day following such date, PURCHASER will not sell, commit or agree to sell or pledge any shares of Common Stock of the certificates evidencing the Preferred COMPANY or any other securities convertible into or exercisable for shares of Common Stock in compliance with Regulation S of the 1933 Act: “THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN ACQUIRED PURSUANT TO A SAFE HARBOR FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933COMPANY. (xiii) PURCHASER has taken no action which would give rise to any claim by any person for brokerage commission, AS AMENDED (THE “ACT”). THE SECURITIES ARE “RESTRICTED” AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S PROMULGATED UNDER THE ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT, PURSUANT TO REGULATION S OR PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT, AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE AVAILABLE. FURTHER HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE MADE EXCEPT IN COMPLIANCE WITH THE ACTfinders' fees or the like relating to this Agreement or the transactions contemplated hereby.”